ILLINOIS CREEK PROJECT
MINE SERVICES AND EARTHWORKS CONTRACT
C-300
SECTION I
INSTRUCTION AND INFORMATION FOR BIDDERS
ILLINOIS CREEK PROJECT
MINE SERVICES AND EARTHWORKS CONTRACT C-300
SECTION I
INSTRUCTION AND INFORMATION FOR BIDDERS
Table of Contents
SECTION TITLE PAGE NO.
1.0 BIDDERS RESPONSIBILITY ON RECEIPT OF DOCUMENTS 3
2.0 ADDENDA 3
3.0 BIDS 3
4.0 SITE INSPECTION 3
5.0 PLANT SITE DATA 4
6.0 BIDDERS QUALIFICATION 4
7.0 SELECTION OF THE CONTRACTOR 5
8.0 PERFORMANCE GUARANTEE 5
9.0 ATTACHMENTS 5
1.0 BIDDER'S RESPONSIBILITY ON RECEIPT OF DOCUMENTS
1.1 The letter of Invitation to Bid will list the Contract documents
enclosed therewith. It is the responsibility of the Bidder to verify
immediately upon receipt of the Invitation to Bid that the documents
listed therein are in fact furnished as represented and carry the
revision number or letter shown in the referring document.
1.2 If it is discovered by the Bidder that a document or an attachment
thereto is not enclosed or is not furnished in the same revision form
as represented by the Invitation to Bid or the referring contract
document, Bidder shall immediately notify USMX, Inc. ("Owner") in
writing.
1.3 Promptly upon determination of receipt of all enclosures, Bidder shall
acknowledge receipt of all bid documents.
2.0 ADDENDA
Owner may amend the documents issued with the Invitation to Bid at any time
prior to the closing time set therein for receipt of bids. Such revisions,
if any, will be made by an addendum issued in identical form to each
Bidder.
3.0 BIDS
3.1 Bids must be submitted in accordance with the Form of Proposal
furnished with this Invitation. Bids shall bear the official company
name and business address to be used in execution of the Contract
Agreement and shall be signed by a person duly authorized to bind the
corporation, partnership or other entity as named therein under
"Company Legal Status". The original and all copies of the Bid must
be identically signed.
3.2 Owner reserves the right to reject any or all Bids, including, but
without limitation, those which are incomplete, obscure, irregular,
have errors or omissions, or, for technical or commercial reasons are
considered nonresponsive to the intent of the Contract Documents.
3.3 Bids shall be submitted in the number of copies requested in the
Invitation to Bid and be addressed as directed therein. Bids received
will be privately opened. Bids received after the date specified in
the Invitation to Bid may be returned to the Bidder unopened.
4.0 SITE INSPECTION
4.1 Each Bidder may and is encouraged to visit the jobsite and fully
inform itself of all existing and potential conditions which may
affect the costs of mobilization of manpower, materials and supplies,
and of performance of the Work.
4.2 The site inspection should be preceded and/or by a complete review of
the General Terms and Conditions and other contract documentation with
particular attention to shipping, storage, safety regulations,
insurance requirements and scheduled performance of the Work.
4.3 Arrangements for site visits must be made through the Owner.
5.0 PLANT SITE DATA
The plant site data for this project are summarized below:
Site Location: The Illinois Creek project is located in the western
interior of Alaska at a latitude of 64 degrees03 north and longitude 157.50
west. The project lies 57 miles southwest of Galena and 320 miles to the
west and northwest of Fairbanks and Anchorage, respectively. The work
will be limited to those areas contained within the preliminary millsite
boundary as shown on Figure 1 which is titled Millsite Permit Boundary ,
Revision B , dated November 21, 1995.
Item From To
Elevation: 200 FT(msl) <1000 FT (msl)
Temperature
-Average Summer 31 1 F 54 9 F
-Average Winter 4.7 F 18 9 F
-Report Extremes -75 F 92 F
Annual Precipitation 25 IN AVG 30 IN MAX
Annual Snow Pack 24 IN AVG 69 IN MAX
Annual Evaporation 20 IN AVG N/A
For more information please see the following documents:
USMX, INC., 1994 Year End Report, Illinois Creek Project, Alaska . It
is dated, December 15, 1994. Section 2.0
SRK, Inc., Illinois Creek Draft Heap Leach Design Report . It is dated
November 1995. Section 3.0.
6.0 BIDDERS QUALIFICATION
6.1 Owner reserves the right to request from Bidder at any time prior to
award of the Contract, any information considered necessary to further
ensure that the Bidder is adequately prepared and able to fulfill the
Contract. Such information may include past performance records,
lists of available key personnel, inventory of construction equipment,
descriptions of completed contracts, contracts to be performed
simultaneously with the contract, financial statements or any other
data pertinent to the selection and approval of a contractor to
perform the Work.
6.2 The successful Bidder must, prior to award of the Contract, be duly
qualified as required by government authorities to do business in the
State of locality of the Project.
7.0 SELECTION OF THE CONTRACTOR
7.1 As soon as possible after the closing date set to receive bids, Owner
will select a contractor on the basis of price, organization,
availability of construction equipment, financial resources,
qualifications, construction capabilities, completion dependability,
experience, and such other factors as the Owner in its judgment
considers are to the best interest of the Project.
7.2 Commercial terms will always be a major consideration in the
evaluation of bids received. However, the lowest bid price will not
necessarily be the deciding factor in selection of a contractor to
perform the Work.
8.0 PERFORMANCE GUARANTEE
Owner may at any time prior to award of the Contract request a performance
and material payment bond, in which case award of the Contract will be
contingent upon the Bidder's ability to obtain same.
Cost of bond, if required, will be borne by the Owner as an added contract
expense.
9.0 ATTACHMENTS
The following documents contained in the Illinois Creek General Attachments
are made part of this Section of the Contract namely, Section I -
Instruction and Information for Bidders:
9.1 USMX, INC., 1994 Year End Report, Illinois Creek Project, Alaska .
It is dated December 15, 1994.
9.2 SRK, Inc., Illinois Creek Heap Leach Design Report . It is dated
November 1995.
9.3 USMX, INC., Figure 1, Revision B titled, Millsite Permit Boundary ,
November 21, 1995.
ILLINOIS CREEK PROJECT
MINE SERVICES AND EARTHWORKS CONTRACT
C-300
SECTION II
GENERAL TERMS AND CONDITIONS
ILLINOIS CREEK PROJECT
MINE SERVICES AND EARTHWORKS CONTRACT C-300
SECTION II
GENERAL TERMS AND CONDITIONS
Table of Contents
SECTION TITLE PAGE NO.
1.0 DEFINITIONS 3
2.0 CONTRACT DOCUMENTS 5
3.0 CONTRACT TYPES 6
4.0 CONTRACTUAL RELATIONSHIP 6
5.0 DESIGNATION OF REPRESENTATIVES 6
6.0 OWNER'S RESPONSIBILITY 6
7.0 NONWAIVER OF DEFAULTS 7
8.0 NOTICE TO PROCEED 7
9.0 CONTRACTOR'S RESPONSIBILITY 7
10.0 INSPECTION, FITTING, CHANGES BY CONTRACTOR 8
11.0 SITE AND WORKING CONDITIONS 8
12.0 COMPLIANCE WITH LAW, PERMITS AND REGULATIONS 8
13.0 INSPECTION AND REJECTION OF MATERIALS AND
WORKMANSHIP 9
14.0 CLAIMS, ASSIGNMENTS, GARNISHMENT AND
ATTACHMENTS 9
15.0 SUBCONTRACTS 10
16.0 DRAWINGS PREPARED BY THE OWNER 10
17.0 CHANGED AND EXTRA WORK 11
18.0 CONTRACT TIME AND COMPLETION OF THE WORK 11
19.0 CORRECTION OF DEFECTIVE WORK 12
20.0 DELAYS 12
21.0 FORCE MAJEURE 13
22.0 SUSPENSION OR TERMINATION OF CONVENIENCE 13
23.0 TERMINATION FOR CAUSE 14
24.0 PATENTS AND SIMILAR RIGHTS 15
25.0 WARRANTY 16
26.0 CONTRACT PAYMENTS 16
27.0 WORK AUTHORIZATION 17
28.0 CONTRACT AMENDMENTS 17
29.0 BACKCHARGES BY OWNER 18
30.0 FINAL ACCEPTANCE OF THE WORK 19
31.0 RELEASE AND WAIVER OF CLAIMS 19
32.0 COST-REIMBURSABLE WORK-ACCOUNTING AND AUDITING 19
33.0 LOSS OR DAMAGE BY ACTIONS OF OTHERS 20
34.0 DISPUTES 20
35.0 NONDISCRIMINATION IN EMPLOYMENT 21
36.0 SECURITY, IDENTIFICATION AND SECRECY 22
37.0 HYGIENE, FIRST AID AND SAFETY 23
38.0 TOXIC AND HAZARDOUS MATERIAL CONTROL ACT 24
39.0 TAXES 25
40.0 TITLE, ADVANCE PAYMENTS 25
41.0 OWNER'S REMEDIES FOR DEFAULT OR DEFECTIVE WORK 25
42.0 INSURANCE 26
43.0 INDEMNIFICATION 28
44.0 GOVERNING LAW 28
45.0 GENERAL 29
46.0 ATTACHMENTS 29
1.0 DEFINITIONS
1.1 Wherever these words occur in the contract documents,
they shall have the following meaning:
a. "Owner"
USMX, INC.
b. "Engineer"
USMX, INC.
c. "Project"
The Illinois Creek project consists
of an open pit gold/silver mine, valley fill heap
leach facilities and related infrastructure. It
is located in the western interior of Alaska at
latitude 64.03= north and longitude 157.50= west
about 57 miles southwest of Galena, Alaska. The
Project is described more or less in the report by
USMX, INC., A1994 Year End Report, Illinois Creek,
Alaska@, December 15, 1994.
d. "Site"
The lands provided by Owner under, in or
through which the Work is to be executed or
carried out.
e. "Work"
The Work specified in the Contract
Agreement and referred to in the Contract
Documents all inclusively as the "Work".
f. "Bidder"
The party (or parties) submitting a
Proposal for executing the Work.
g. "Proposal" or ("Bid")
The written offer setting forth the
price(s) to perform the Work submitted by Bidder
to Owner.
h. "Contract"
The agreement entered into between Owner
and Contractor including all of the documents
listed under Section 2.0 hereof, and others, if
any, listed in the Contract Agreement or in a
subsequent Contract Amendment signed by Owner and
Contractor.
i. "Contract Agreement"
The principal document of the Contract,
signed by Owner and Contractor, that specifies the
scope of the Work, schedule for the Work and the
total Contract Price.
j. "Contractor"
The party (or parties) with whom Owner
has executed a Contract Agreement for the Work.
k. "Subcontractor"
The party which with the prior written
approval of the Owner has executed a subcontract
with Contractor for any part of the Work.
l. "Contract Price"
The total amount ("estimated" or "fixed
lump sum") stipulated in the Contract Agreement
subject to such additions or deductions as may be
made under the terms and conditions of the
Contract.
m. "Contract Unit Price(s)"
The fixed unit price(s) or rate(s)
established by the Proposal which, initially, is
applied to estimated measurements of volume, time
or other units of performance to establish an
estimated total Contract Price, and ultimately, to
actual measurements to establish a final total
Contract Price.
n. "Contract Amendment"
The document signed by Contractor and
Owner to amend the original Contract to provide
for changed or extra work and, accordingly,
increase or decrease the Contract Price.
o. "Specifications" and "Drawings"
Those specifications or drawings of a
technical and/or a contractual nature referred to
in the Contract.
p. "Mechanical Acceptance"
Any operable unit of equipment or
separable portion of the Work will be considered
to have attained mechanical acceptance when it has
been declared by Owner to be mechanically
operative to the extent that all deficiencies
which can be determined prior to the introduction
of raw materials have been corrected by the
Contractor.
q. "Final Acceptance"
Written final acceptance of the Work
will be issued by the Owner following final
inspection, mechanical acceptance and 100%
completion of the Work.
r. "Contract Documents"
The documents identified in Section 2.1
of the General Terms and Conditions.
s. "Notice to Proceed"
The written notice of Owner to
Contractor to commence the Work.
2.0 CONTRACT DOCUMENTS
2.1 The Contract Documents which comprise the entire
agreement between Owner and Contractor concerning the
Work consist of the following:
2.1.1 Invitation to Bid more fully described
in Section 46;
2.1.2 Section I - Instructions and Information
for Bidders included with Invitation to Bid;
2.1.3 Section II - General Terms and
Conditions,Rev. 2/29/96;
2.1.4 Section III - Contract Specification,
Rev.2/29/96;
2.1.5 Section IV - Form of Proposal included
with Invitation to Bid;
2.1.6 Section V - Contract Agreement, Rev.
2/29/96;
2.1.7 Contractor's Proposal dated
December 27, 1995, as modified by Attachments
described in Section 46;
2.1.8 Contract Amendments (as required),
2.1.9 Drawings, specifications and other
documents referred to as "Attachments" in any of
the above, provided that in the event of any
conflict among the Attachments (the "Attachments),
the Attachment bearing the latest date shall
prevail; and
2.1.10 Notice of Award dated January 19, 1996.
2.2 The Contract Documents are intended to describe
all obligations of Contractor and Owner, and the
responsibilities and authority of the Owner, and are
intended to be correlative and complementary. Any work
required by one document and not mentioned in another
shall be executed as though required by all documents.
Should there be any conflict among any of the above
documents and the Contract Agreement, the Sections I
through V of the Contract Agreement will prevail over
the other document; provided, however, that with
respect to matters in Section III - Contract
Specifications, the provisions of the Attachments shall
prevail , and with respect to matters in Attachment A
and Addendum A to Schedule II - General Terms and
Conditions, Attachment A and Addendum A shall prevail.
2.3 Questions by Contractor regarding any of the documents
shall be referred to the Owner.
2.4 Contractor shall, immediately on discovery, notify
Owner in writing of any apparent errors or
discrepancies in the Contract Documents. Owner will
not accept later excuses or claims based on alleged
errors not clarified in due time.
3.0 CONTRACT TYPES
3.1 Depending upon the nature of the services to be
contracted for and/or the status of design and
engineering at the time of award, a contract will fall
into one of the following categories (for purposes of
Contract Price and payment method):
a. Fixed Lump Sum(s)... (with a fixed total
Contract Price)
b. Fixed Unit Price(s)... (with an
estimated total Contract Price) with provision to
convert to Fixed Lump Sum when quantities are
defined.
c. A combination of Fixed Lump Sum(s) and
Fixed Unit Price(s)... (with an estimated total
Contract Price)
3.2 The Contract Documents will identify the contract
type and furnish payment terms and conditions for the
specific type of contract to be employed in the Work.
4.0 CONTRACTUAL RELATIONSHIP
4.1 In performance of the Contract, Contractor is and
shall operate as an independent contractor.
4.2 Nothing contained herein shall be construed as
constituting any other relationship with Owner, nor
shall it be construed as creating any relationship
whatsoever between Owner and Contractor's employees.
Contractor has sole authority and responsibility to
employ, discharge and otherwise control its employees,
and neither Contractor nor any of its employees are or
shall be deemed to be employees of Owner. Contractor
shall accept complete responsibility as a principal for
its agents and subcontractors.
5.0 DESIGNATION OF REPRESENTATIVES
5.1 Contractor shall designate in writing a competent
representative(s) who, on behalf of the Contractor,
will have complete charge and responsibility for the
Work.
5.2 The representatives of a party may be changed at
any time by notice given by that party to the other in
accordance with the NOTICES Section of the Contract
Agreement. The representatives designated from time to
time shall be available at all reasonable times.
6.0 OWNER'S RESPONSIBILITY
6.1 Owner shall be solely responsible for matters
pertaining to the evaluation, inspection, coordination
and scheduling of the Work, approval of progress
payment and general project management services. Owner
shall have the responsibility for pit design, and shall
provide to Contractor designated work areas, pit slopes
and dimensions, bench heights, and haul road
specifications. Owner shall perform all mine layout
and surveying. Without diminishing Contractor's
performance obligations, quality control, inspection
and reporting for items requiring adherence to
technical specifications, such as, but not limited to,
compaction tests and standards, shall be provided by
Owner.
7.0 NONWAIVER OF DEFAULTS
7.1 Failure by the Owner to, at any time, enforce or
require strict compliance with any terms or conditions
of the Contract will not constitute a waiver of, or
affect, or impair such terms or conditions in any way;
nor shall such failure affect the right of Owner to
avail itself at any time of such remedies as it may
have for any subsequent breach of such terms of
conditions by the Contractor.
8.0 NOTICE TO PROCEED
8.1 Contractor shall not commence the Work until
written Notice to Proceed has been received from the
Owner. No financial obligations to Contractor will be
incurred by Owner under this Contract until Owner
issues to Contractor a Notice to Proceed.
9.0 CONTRACTOR=S RESPONSIBILITY
9.1 Contractor shall furnish all equipment, work,
labor and material necessary to carry out the Work and
to provide a complete and workmanlike job. Anything
mentioned in the specifications and not shown on the
drawings or shown on the drawings and not mentioned in
the specifications shall be of like effect as if shown
and mentioned in both. In case of conflict, the
specifications shall govern. In case additional
information or other clarifications are necessary, the
matter shall be submitted to Owner whose interpretation
unless clearly unreasonable shall govern.
9.2 Contractor agrees to assume responsibility for
incorporating in the Work anything which, though not
mentioned in the drawings or specifications, could be
reasonably inferred by skilled and experienced persons
as necessary to accomplish the Work.
9.3 With the exception of those items and services, if
any, which this Contract expressly states will be
furnished by others, the supply of any item or service
necessary for Contractor's performance is the sole
obligation of Contractor including without limitation
the following:
a) transportation of all personnel, material,
and equipment to and within the Work Site;
b) prompt unloading, handling, and storage
of all material and equipment to be furnished or
used by Contractor;
c) clean-up and minimization of debris and
surplus material;
d) provision of utilities and heat;
e) weather and other protection for, and
make good of damage to Contractor's materials and
equipment and the Work until issue by Owner of
letter of Final Acceptance.
9.4 Contractor assumes and is responsible for
minimizing or, if possible, avoiding risks incident to
the Work including, without limitation, those for which
no extension of time is allowed.
10.0 INSPECTION, FITTING, CHANGES BY CONTRACTOR
10.1 Contractor is responsible for timely inspection of
any work at the Site done by others which may affect
Work or to which the Work must be joined to ascertain
its suitability for use in relation to Contractor's
Work and shall immediately advise Owner of any
deficiencies therein and Owner shall have a reasonable
time to have such deficiencies corrected, if such
correction is not the Contractor's responsibility.
Contractor is responsible for making such measurements
and adjustments to the Work as is required to insure
proper fit between the Work and any adjacent or
contiguous work.
11.0 SITE AND WORKING CONDITIONS
11.1 Except as may be otherwise specifically stated in
this Contract, Contractor shall be deemed to have
inspected, and to have assumed the risk of loss and
expense which may arise as a result of conditions at
Site including subsurface conditions, which, are or
could have been reasonably expected to occur during the
course of the Work, and including without limitation,
labor conditions at Site and the need to coordinate the
Work with that of others. OWNER MAKES NO
REPRESENTATIONS OR WARRANTIES WHATSOEVER EXPRESSED OR
IMPLIED WITH RESPECT TO THE SITE OR THE CONDITION
THEREOF OR OF ANY EQUIPMENT OR FACILITY THEREON,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
12.0 COMPLIANCE WITH LAW, PERMITS AND REGULATIONS
12.1 In performance of the Work, Contractor shall at
all times comply with, and shall defend, indemnify and
hold Owner, and any affiliates, lessors, partners,
joint venturers of Owner and their respective
employees, officers, directors, shareholders, agents,
representatives, successors and assigns harmless from
and against all demands, claims, cost, damage,
attorneys fees, settlements and expenses resulting from
any actual or claimed violation of any and all laws and
any and all rules, regulations and orders of public
authority applicable or pursuant hereto whether
Federal, State or Local including, but not limited to,
safety, building and wiring codes, wages, unemployment
compensation, workmen's compensation and social
security laws; and Contractor shall file all reports,
pay all taxes, fees and charges required by such laws,
rules, regulations or orders and shall without
reimbursement indemnify Owner and any affiliates,
lessors, partners, joint venturers of Owner and their
respective employees, officers, directors,
shareholders, agents, representatives, successors and
assigns against all liabilities and penalties by reason
of any failure on the part of Contractor to comply with
any such laws, orders, rules and regulations, to the
maximum extent permitted by law. Contractor certifies
compliance with the "Fair Labor Standards Act of 1938"
as amended and all invoices shall so certify.
12.2 Except as otherwise specified herein, Owner will
secure and pay for all permits, licenses and easements
for permanent structures and all necessary authorities,
permits, licenses, priorities and clearances required
to be produced by or in the name of the Owner for
prosecution of the Work, provided, however, Contractor
shall obtain all necessary contractor's licenses and
other permits normally obtained by a contractor in the
ordinary course of its business.
13.0 INSPECTION AND REJECTION OF MATERIALS AND WORKMANSHIP
13.1 The Work, including materials and workmanship,
performed is subject to inspection and tests by Owner
at any reasonable times, at any and all places where
such manufacture or performance is carried out.
Advance notice of readiness for inspection shall be
given as specified in the Contract within the time
specified or otherwise not less than two (2) nor more
than four (4) working days. Failure to make any
inspection or test or to discover any defects or to
object thereto shall not prejudice or operate as a
release or waiver of the rights of Owner including the
right to inspect or reject such Work at a later time,
nor shall it release Contractor. Unless otherwise
specified herein, Contractor shall furnish, at its
expense such facilities as may be necessary for the
making of such inspection and tests. Contractor shall
bear the expense of uncovering and recovering Work
specifically or customarily subject to prior inspection
hereunder if such Work is covered without Owner's
consent before an inspection is made.
13.2 If Owner orders the uncovering of Work not
specifically subject to prior inspection hereunder or
not customarily subject to inspection, Owner shall bear
the reasonable direct cost of uncovering and redoing
the affected Work unless any defects or non-compliance
with the Contract is found, in which case all costs
shall be borne by Contractor.
13.3 Owner reserves the right to expedite at
Contractor's expense, Contractor-furnished materials as
required to assist Contractor in meeting the specified
Contract completion date. Contractor's obligation
includes the furnishing of such information and such
access to Contractor's or its suppliers facilities as
Owner or its designees may require.
14.0 CLAIMS, ASSIGNMENTS, GARNISHMENT AND ATTACHMENTS
14.1 Contractor shall not assign this Contract or any
of its rights or obligations hereunder without the
prior written consent of Owner, which consent may be
withheld in Owner's sole discretion, and any assignment
attempted without such consent shall be void to the
extent it can be made so by contract. No assignment
shall be attempted without seven (7) days prior actual
notice to Owner (and any assignment without such notice
is void to the extent it can be made so by contract),
as a condition to the effectiveness of any assignment,
except as otherwise permitted by law notwithstanding
this provision, and in any case, as a condition to the
satisfaction of any claim including without limitation
any claim with respect to an assignment permitted by
law notwithstanding the foregoing prohibition. Owner
may require a hold harmless agreement, a full release
and indemnity and a bond satisfactory to Owner from
Contractor.
14.2 In any case, including an assignment effective
notwithstanding the foregoing prohibition, or in the
event of any claim, attachment or garnishment, Owner
shall have, in addition to any other rights under this
Contract, the right to take one or more of the
following actions:
a) with such notice, if any, as Owner deems
reasonable to make payment to Contractor as
exclusive agent of any garnishor, assignee or
claimant notwithstanding any such assignment,
garnishment or claim;
b) to set off a counterclaim against
Contractor or its assignee or any garnishor,
claimant or entity with respect to the amount
involved, notwithstanding the fact that such set
off or counterclaim may arise out of the
transaction or occurrence unrelated to this
Contract, whether it occurs or arises before or
after the date of such assignment or notice
thereof;
c) to recover in whole or part as Owner may
elect from Contractor or out of any amount
claimed, assigned, attached or garnished or out of
any amount theretofore or thereafter owed to
Contractor all damages, costs, and expenses
incurred in relation to such claim, assignment,
garnishment or attachment, including court costs
and attorneys' fees;
d) to withhold any and all amounts until it
is certain in its sole judgment to whom such funds
should be paid without liability on the part of
Owner, in any event, to pay such sum more than
once;
e) to exercise each and every right
stipulated in this Contract including the right to
withhold;
f) to require as a condition to payment a
full and complete release in favor of Owner, in
form and substance satisfactory to Owner from each
and every person or entity which in its sole
judgment may be a claimant to such payment or any
other payment paid or due or thereafter paid or
due to Contractor.
15.0 SUBCONTRACTS
15.1 Contractor shall not subcontract any part of the
Work (including the provisions of principal items of
materials or equipment) without the prior written
approval of the Owner, and in each individual instance,
the scope of the Work to be subcontracted will be
subject to the prior written approval of Owner.
Approval by Owner of a subcontract shall not relieve
Contractor of any of its obligations under the
Contract. Contractor shall furnish information
regarding its subcontractors as Owner may reasonably
request. No subcontract shall bind or purport to bind
Owner, but each subcontract shall contain a provision
permitting assignment to Owner upon Owner's written
request.
16.0 DRAWINGS PREPARED BY THE OWNER
16.1 Drawings issued by the Owner may be furnished in
various stages of development. For example: Rev. A,
B, C, etc. for preliminary drawings...or, Rev. 0, 1, 2,
etc. for drawings "Approved for Construction". All
drawings are subject to revision at any time. In all
instances the drawing which is assigned the highest
revision designation will be considered the Contract
drawing and the Work shall be performed by Contractor
in accordance with that drawing. Preliminary drawings
shall not be used to perform fabrication or
construction.
16.2 Contractor, on receipt of a revised drawing, is
responsible to immediately note what revisions have
occurred and to decide if those revisions will have any
impact on the cost or time required to perform the
Work. If Owner has not been notified as hereinafter
provided for changed and extra Work, it will be
understood by the parties that no adjustment is
required either to the Contract Price or to the
schedule established for performance of the Work.
17.0 CHANGED AND EXTRA WORK
17.1 Owner may order changes in the Work from time to
time. If Contractor anticipates such changes will
involve extra cost to Contractor or will adversely
affect the Work, Contractor shall so advise Owner in
writing not later than two (2) working days after the
change is ordered. Promptly thereafter, but in any
event within two weeks after the change is ordered,
Contractor shall notify Owner in such detail as is
reasonable of the effect of the change on time,
performance and/or cost of the Work. If such notices
are not so given it shall be deemed that no additional
compensation or other adjustment in favor of Contractor
is due Contractor. If such notices are given or if, in
the opinion of Owner, such change involves a reduction
in the amount of expense of Contractor, Owner and
Contractor shall endeavor to agree upon an adjustment
to the affected terms of the Contract, including the
Contract Price. Increases in the Contract Price or
reductions in Contractor's obligations agreed to by
Owner will only be effective if made by a Contract
Amendment signed by Owner and Contractor. The
adjustment to the Contract Price will be made on the
following basis:
(a) To the extent applicable, such
adjustment shall be made upon the basis of cost
provisions and unit prices set out in this
Contract.
(b) Other adjustments to the extent of any
not covered by the preceding subparagraph (a)
shall be limited to adjustments to take into
account only Contractor's direct costs plus a
reasonable amount to cover overhead and profit.
17.2 If so directed by Owner in writing, Contractor
shall proceed with the change prior to the time the
amount of any price or other required adjustment is
determined and the parties shall thereafter use
diligent, good faith efforts to reach mutual agreement
of the points on which they have not agreed. If the
point involves compensation, Owner may pay Contractor,
without prejudice to any claim by either party, the
amount of adjustment which, in Owner's judgment is
appropriate, based on the facts then known to it. This
provision shall not be construed to reduce or limit
Owner's rights or remedies under this or any other
provision including the right to recover overpayments.
17.3 Increases in the Contract Price to the extent they
are on cost reimbursable or unit price basis shall be
reimbursed as specifically provided in this Contract,
and in the absence of such a provision, promptly after
submission of an invoice satisfactory to Owner with
support satisfactory to Owner in the month following
that in which the costs are paid or units furnished, as
the case may be. Increases in the Contract Price to
the extent done on a fixed amount basis, including fee,
shall be paid in monthly installments which, in the
judgment of Owner are proportionate to the progress of
the changed part of the Work during the calendar month
preceding that in which each payment is made, and shall
be subject to a retention proportionate to the
retention otherwise specified in this contract.
18.0 CONTRACT TIME AND COMPLETION OF WORK
18.1 The Contract is effective (the AContract Time@)
from the Effective Date as set forth in the Contract
Agreement for the period set forth in the Contract
Agreement or until the completion of the Work specified
in the Contract Agreement, whichever is sooner, subject
to the Owner=s and Contractor=s rights to terminate
this Contract in accordance with Section 21, Section
22, and/or Section 23 or to their respective rights to
extend the Contract Time in accordance with Section 28.
The Work shall be completed by the time or times,
and in the sequence, specified in the Contract
Agreement or in Contractor's schedule approved in
writing by the Owner. To the extent there are no such
schedules, the times and sequences may be fixed by the
Owner whose judgment, if reasonable in relation to the
performance of the Contract Price, shall prevail.
The Contract Price shall be deemed to include all
sums required to meet such completion date. If so
directed by Owner, Contractor shall without additional
charge, work such overtime and shall take such other
action as is practically possible to avoid, or,
otherwise, to minimize the effects of delays.
18.2 No promise, representation or warranty shall be
deemed to be made to Contractor by reason of Owner's
specification of the time or times for completion.
19.0 CORRECTION OF DEFECTIVE WORK
19.1 Any Work not performed in accordance with the
drawings and specifications or with the intent thereof,
or of this Contract, and not approved in writing by a
representative of Owner, shall be corrected immediately
without delay in the progress of the Work at no
additional cost to Owner. Corrections to defective
Work must be done within the terms and conditions of
the Contract.
20.0 DELAYS
20.1 Contractor shall, in writing, promptly and in no
event later than three (3) working days after
Contractor should have foreseen the delay, advise, and
thereafter keep advised, Owner of the nature of,
reasons for, expected duration and other material
information concerning any delay or additional delay in
the Work. Without limitation, Contractor shall not be
excused from delay from any causes (a) foreseen or
foreseeable at the time the Contract Agreement is
signed or, (b) normal incident to the Work or (c) due
to any act or omission of the Contractor. Contractor
shall make diligent efforts to remove any preventing or
delaying cause and to fulfill all other obligations,
including any obligations which are hindered but not
prevented thereby, and shall resume performance as soon
as reasonably practical.
20.2 Except for delays falling within the categories
above mentioned, if the delay results from Force
Majeure as hereinafter defined or, from other reasons
including acts of Owner which as a matter of law
excuses Contractor from performance within the time
specified and if the Contractor complies with the
notice provisions of this Section, Contractor's time
for completion shall be extended to the extent of such
delay, but this shall be its sole remedy for such delay
except for delay caused by the direct default of Owner
in which event Contractor shall be entitled, to the
extent the costs are so caused, and provided that the
Contractor thereafter handles the matter as a change
under the provision of Section 17.0, Changed and Extra
Work, to recover its provable additional direct field
costs, but this shall be the limit of the Contractor's
remedy in such case.
21.0 FORCE MAJEURE
21.1 Neither party shall be considered in default in
the performance of its obligations hereunder to the
extent that performance of such obligations are
delayed, hindered, or prevented by Force Majeure.
Force Majeure shall be any cause beyond the control of
the parties hereto which they could not reasonably have
foreseen and guarded against. Force Majeure includes,
but not limited to, acts of God, strikes, lockouts,
fires, riots, civil commotion or civil unrest,
incendiarism, interference by civil or military
authorities, compliance with the regulations or orders
of any governmental authorities, and acts of war
(declared or undeclared).
22.0 SUSPENSION OR TERMINATION FOR CONVENIENCE
22.1 Owner reserves the right to suspend or terminate
the Contract at any time for its convenience. Such
suspension or termination will be made in writing and
may include the whole or any specified part of the
Contract.
22.2 If the Contract, or a specified part thereof, is
suspended for convenience of the Owner and such
suspension unreasonably delays the progress of the Work
and causes additional expense or loss to Contractor in
performance of the Work, not due to the fault or
negligence of the Contractor, the Contract Price will
be subject to adjustment in an amount equal to the
actual cost incurred plus field overhead (excluding
profit) by Contractor resulting from the suspension.
Such costs must be substantiated by written records or
otherwise proven to the satisfaction of the Owner.
Further, the time of performance of the Contract will
be subject to extension by the actual duration of the
suspension (if applicable) plus a reasonable additional
period for remobilization. The Contract will,
accordingly, be amended by Contract Amendment,
provided, however, that any claim by Contractor for any
adjustment hereunder must be asserted within thirty
(30) calendar days after receipt of written notice to
resume the Work.
22.3 If the Contract, or any specified part hereof, is
terminated for the convenience of the Owner, payment to
Contractor will be made promptly for that part of the
Work actually completed including: (a) engineering;
plus (b) material or equipment under fabrication in
Contractor's own plant; plus (c) materials or equipment
under fabrication in subcontractors' plants; plus (d)
materials or equipment which have already been shipped;
plus, (e) construction, if any, completed to date on
Site; less any payments previously made to the
Contractor. The reasonable value of each of the
foregoing categories against which the Contractor has
incurred costs prior to the effective termination date
will be established by: (i) the Contract Price(s);
(ii) any Contract Unit Prices or breakdown of the
Contract Price previously submitted by the Contractor;
(iii) written cost records submitted by Contractor and
accepted by Owner; or, a combination of the foregoing
data.
Contractor shall include in each subcontract the
right of unilateral written cancellation with or
without cause, by Contractor of all or any portion of
such subcontract. A reasonable cancellation charge to
Contractor by any subcontractor or vendor, and properly
due as a contractual obligation of Contractor to the
subcontractor or vendor for items fabricated but not
shipped, will be reimbursed to Contractor at actual
cost as part of the costs of termination, or, in lieu
thereof, Owner may elect to pay the fair market value
and take delivery on such completed or incompleted
fabricated items.
In addition thereto, the Contractor will be paid a
reasonable cancellation charge to cover costs, if any,
to terminate engineering and fabrication commenced by
its own forces prior to the effective termination date.
Material and equipment completely or partially
fabricated but not shipped may, at the option of the
Owner, be accepted by the Owner at fair market value
and deducted from the cancellation charges established
with Contractor.
23.0 TERMINATION FOR CAUSE
23.1 Should Contractor, in the opinion of Owner, at any
time refuse or neglect to supply or maintain a
sufficiency of properly skilled labor, or fail in any
respect to prosecute the Work or any separable portion
thereof with promptness and diligence, or fail in the
performance of any of the agreements on its part
contained herein, or should the Contractor become
insolvent or be placed in liquidation or under judicial
management or have a judgment or order entered against
it affecting a substantial part of its assets, Owner
may, after forty-eight (48) hours written notice to the
Contractor employ another Contractor and deduct the
cost thereof from any money due or thereafter to become
due Contractor under this Contract, and/or Owner may
terminate Contractor's right to proceed with the Work
or such part of the Work as to which such defaults have
occurred.
In the event of termination for cause, the
Contractor shall not be entitled to receive any further
payment until the Work is finished. If the expense of
finishing the Work plus compensation for additional
managerial and administrative services and such other
costs and damages with regard to completion of the Work
as the Owner may suffer exceeds the unpaid balance,
Contractor and its sureties, if any, shall promptly pay
the difference to Owner. Failure of Owner to exercise
any of the rights given under this clause shall not
excuse Contractor from compliance with the provisions
of the Contract nor prejudice in any way the right to
exercise any such rights in respect of any subsequent
failure by Contractor.
23.2 Upon termination of the Contract for cause it is
agreed:
23.2.1 That the obligations of Contractor
shall continue as to work already performed and to
materials furnished, and as to bona fide
obligations assumed by Contractor prior to the
date of termination.
23.2.2 That the Contractor shall be
entitled only to a pro rata compensation for the
Work already performed, including material for
which it has made firm contracts, it being
understood that the Owner shall be entitled to
that material. It is understood, however, that
Contractor's aforesaid pro-rata compensation shall
in no event exceed the reasonable costs of Work
done and materials supplied by Contractor to the
time of termination plus an equitable profit on
Work done prior to the date of termination, less
any amounts deducted in accordance with this
Section.
The following items will not be
considered in arriving at said equitable
allowance:
a. Anticipated profits applicable to
incomplete portions of the Work
b. Consequential damages.
c. Expenses of Contractor due to
failure of the Contractor or its vendors and
subcontractors to discontinue the Work with
reasonable promptness after written notice of
termination has been given to the Contractor.
d. Losses on other contracts or from
sales or exchange of capital assets.
23.3 No settlement payment will be made to Contractor
hereunder, until Contractor has submitted:
a final statement supported by vouchers; and
a signed form of release or other evidence
satisfactory to Owner that Contractor has paid in
full for all labor, materials, equipment, services,
subcontracts, applicable taxes, and other costs and
assessments due under this Contract.
23.4 Owner shall be entitled to deduct from any and all
monies owing to Contractor hereunder, any and all
damages or additional expenses caused by or arising out
of breach by the Contractor of any of its agreements,
covenants, warranties, and guarantees hereunder, or, of
any default by the Contractor.
23.5 In the event of termination for cause, written
notice will be given to Contractor in accordance with
the provisions set forth in the Contract Agreement
under NOTICES. Subject to the directions set forth in
the termination notice, Contractor shall immediately
discontinue the Work and the placing of orders for
further services, material and equipment and shall, as
directed, effect cancellation of all existing orders
and subcontracts and thereafter perform only such Work
as may be necessary to preserve and protect the Work
already in progress.
23.6 The termination provision set forth in this
Article shall be concurrent with and in addition to,
without prejudice to, and not in lieu of, or in
substitution for, any other rights or remedies at law
or in equity which the Owner may have for the
enforcement of its rights under the Contract and its
remedies for any default of the Contractor under the
conditions hereof.
23.7 If Owner should incorrectly and in good faith
terminate this Contract for default as herein provided
or for breach, this shall be deemed to be a termination
by Owner for reasons other than cause, and payment
shall be made as in the case of termination for
convenience. In no event shall the Owner's liability
or Contractor's recovery under this Article exceed the
total amount determined by application of Section 22.3
hereof.
24.0 PATENTS AND SIMILAR RIGHTS
24.1 Contractor shall indemnify and save harmless Owner
and any applicable lessors, partners or joint venturers
of Owner, and their respective employees, officers,
directors, shareholders, agents, representatives,
attorneys, successors and assigns from all cost,
damage, loss and expense as a result of any
infringement or claim of infringement of any patent or
proprietary right (including costs of litigation) and
for changes or replacement and related costs for
changes or replacement and related costs to avoid
infringements arising from performance of the Work. At
Owner's request, Contractor shall defend any suit or
action arising out of any such infringement or claim
but the Owner shall be entitled to be fully advised and
to participate in any such suit or action. No such
suit or action shall be settled, discontinued, nor
shall judgment be permitted to be entered if, in
Owner's sole opinion, its interest would be adversely
affected. Contractor's indemnification does not extend
to items manufactured to the Owner's design unless
originally submitted or suggested by the Contractor.
25.0 WARRANTY
25.1 In addition to any other Contractor warranties,
expressed or implied by law, Contractor warrants that
all items and services will be in accordance with this
Contract and conform to the Specifications, Drawings
and data which are part of it or with which it
obligates Contractor to comply; that, except with
respect only to any items, services or other Work
performed in accordance with specifications provided by
Owner, they will be fit for the use specified or
intended; and that all materials and workmanship shall
be of first quality and the best of their kinds.
Without limitation of Owner's other rights and
remedies, in cases where this warranty is breached, or
where defects or deficiencies appear prior to twelve
(12) months after date of letter of Final Acceptance
and Contractor does not within the time limits set by
Owner promptly begin and diligently complete the repair
of the defect in accordance with Owner's required
schedule, Owner at its option may either reject the
items in whole or in part in which case to the extent
of rejection the risk of loss, cost of repair, cost of
return and storage and other damages including costs of
replacement from such sources as Owner may elect will
be for the Contractor's account; or the Owner at its
option may repair all or part of the items not rejected
and charge to the Contractor damages including the
costs incurred for or in relation to repairs plus an
amount equal to the diminished value of the items as
repaired.
25.2 Contractor shall include in all subcontracts
entered into under this Contract an identical warranty
extending to Contractor and Owner, and as part of its
responsibilities hereunder shall enforce such
warranties to their fullest extent, however, Contractor
shall remain responsible for and not be excused from
its obligations pursuant to this Contract, including
its warranty obligations, in the event any
subcontractor fails to perform its obligations.
26.0 CONTRACT PAYMENTS
26.1 Contractor agrees to accept the Contract Price as
full compensation for all Work embraced in the Contract
and for all loss or damage arising out of the nature of
the Work, the action of the elements, or from any
unforeseen or unknown difficulties or obstructions
which may arise or be encountered in the prosecution of
the Work until its acceptance, and for all risks of
every description connected with the Work.
26.2 Owner will make partial payments as the Work
progresses. Payments will only be made on receipt of
invoices accurately prepared and properly supported in
accordance with procedures established by the Owner and
exhibits attached hereto.
26.3 Ten percent (10%) retention will be withheld from
each progress payment. The retention will be released
by Owner upon full completion of the Work by Contractor
and issue of Final Acceptance by Owner. Contractor,
shall, prior to release of retention by Owner, furnish
a release of claims form certifying that Contractor has
paid in full for all wages, materials, services, taxes,
social benefit laws and other like costs.
26.4 Payments may be withheld on account of suspected
or defective work not remedied, claims filed (or
reasonable evidence indicating the probability of
filing of claims) or, failure of Contractor to make
payments properly to his suppliers or for material or
labor. If the foregoing causes are removed, the
withheld payments will promptly be made. If the said
causes are not removed on written notice, Owner may
cause the same to be rectified at Contractor's expense.
Should any valid indebtedness arise after final payment
is made, the Contractor shall reimburse Owner for any
amount the Owner has paid or may pay to discharge any
such indebtedness or any claim affecting the title to
the Work or the Owner's property plus Owner's
attorneys' fees, costs and expenses.
26.5 Failure or lack of cooperation by the Contractor
to prepare or submit reports, progress schedules, or
plans for changes contemplated in his operations, or to
assist in preparation of same, promptly as required,
shall be cause for the Owner to withhold all or part of
the progress payment then pending until such time as
Contractor has met the requirement to the satisfaction
of the Owner.
26.6 Monies due Owner under the terms of the Contract
to compensate Owner for backcharges as provided in
Section 29.0 or other expenses incurred on behalf of
the Contractor will be recorded in writing, and
whenever possible, deducted as they occur from each
periodic progress payment to Contractor.
26.7 No payment except the final payment, shall be
evidence of performance of the Contract either wholly
or in part and no payment, including the final payment,
shall be construed to be an acceptance of defective
Work or improper material. The final payment shall not
relieve the Contractor from responsibility for the
discharge of claims or from making available to Owner
for examination and audit all records pertaining to
work performed on a cost-reimbursable or chargeable
basis.
27.0 WORK AUTHORIZATION
27.1 Owner will utilize a written Work Authorization to
direct Contractor to proceed in instances where the
processing of a formal Contract Amendment may delay
progress of the Work.
A Work Authorization will be used on occasions
where:
Work, minor in scope, must be immediately
authorized at the Site; or,
Construction must proceed concurrent with the
preparation of an estimate of cost to perform the
Work.
In some instances, the Work Authorization may be
utilized to direct Contractor to proceed pending
resolution of a dispute over whether or not the work
actually comprises a contract change or involves extra
work.
28.0 CONTRACT AMENDMENTS
28.1 The Contract Price established in the Contract
Agreement is not subject to change except as expressly
provided in the Contract or by amendment to the
Contract in the form of a Contract Amendment signed by
Contractor and Owner. Unit price and cost-plus type
contracts containing an estimated Contract Price will
in all cases prior to presentation of a final invoice
by Contractor, be summarized by Contract Amendment to
confirm the final Contract Price.
28.2 Amendments to the Contract shall bind Owner only
if made by a written document which both states that it
amends the Contract and is signed by a designated
representative of Owner.
28.3 The Contract Time can be extended or shortened by
mutual agreement, in writing by Owner and Contractor.
29.0 BACKCHARGES BY OWNER
29.1 Owner reserves the right in event of inability or
refusal on the part of a Contractor or subcontractor to
correct defective or incomplete work, or to perform any
part of the work in a timely manner, to perform such
work with its own forces or those of another contractor
and charge the resultant costs as a backcharge against
the Contract Price pursuant to the following
procedures:
a. Notification: Contractor will be
promptly notified by telephone, cable or other
form of direct communication, and, whenever
possible, through its appointed representative.
b. Opportunity: Whenever time will permit,
Contractor will be afforded a reasonable
opportunity to perform the work with its own
forces. However, Owner reserves for itself the
decision of how and when to proceed.
c. Written Notice: Contractor will be
notified in writing by a Notice of Backcharge.
d. Labor and Equipment: Labor and
construction equipment will be backcharged at
actual cost to Owner plus 25% administrative and
handling costs.
e. Owner Equipment: Equipment owned by
Owner and used for the backcharged work will be
charged at the full AED (Associated Equipment
Distributors) equipment rental rate for same or
equal equipment. Operators and other Owner-
employed labor will be charged at prevailing
project hourly rates plus 25% administrative and
handling costs.
f. Material and Subcontracts: Material and
subcontracts will be backcharged on the basis of
actual invoiced cost plus 20% administrative and
handling costs.
g. Other Costs: Except in the case of an
emergency or other unanticipated event which
causes a change in costs, Owner shall use
reasonable efforts to notify Contractor in advance
of other costs, if any, to be incurred by Owner.
If no agreement is concluded from such
notification, Owner will backcharge the Contract
Price as specified above for material and
subcontracts.
h. Records: All work performed as a
backcharge against the Contract will be recorded
by Owner on a daily basis. In instances where the
Contractor's representative is at the site, the
representative's signature will be requested. In
no event shall the absence of Contractor's
representative or his refusal to sign the
Backcharge Notice or any daily records delay
performance of work which Owner considers
necessary to continuation and completion of the
Project.
i. Payment: The sum total of the amounts
backcharged will be the total of all of the above
charges. Owner may deduct the backcharged amounts
periodically as they are incurred or in one final
sum when the work is complete and all costs have
been accounted for.
30.0 FINAL ACCEPTANCE OF THE WORK
30.1 Final Acceptance of the Work will be confirmed by
a formal letter of Final Acceptance issued by the Owner
and affirmed by signature of the Owner promptly after
Owner is satisfied that all requirements of the
Contract have been met with regard to performance of
the Work which shall include issuance of all government
approvals, permits or certifications; mechanical
acceptance, performance of equipment in accordance with
warranties; delivery of material, equipment and spare
parts; submittal of special guarantees and operating
procedures; submittal of final records for cost-plus
work (if any); and, presentation of a final release of
claims forms and any other items reasonably required by
Owner.
30.2 Contractor agrees that the Owner may retain the
final payment and/or the retained percentage provided
for in the Contract Agreement, to the full total or a
partial amount thereof as considered by Owner to be
reasonable to assure full compliance by the Contractor
with the Contract.
30.3 The Work performed hereunder may be accepted as a
whole or in separately defined parts, in which case any
funds retained will be reduced in accordance with the
pro rata value of those accepted parts. In the event
the letter of Final Acceptance covers all of the Work
the letter will state... "All work under the Contract
is accepted," and the letter will be marked "FINAL
ACCEPTANCE".
30.4 Contractor's warranties after Final Acceptance
will extend for twelve (12) months from date of Final
Acceptance.
31.0 RELEASE AND WAIVER OF CLAIMS
31.1 Owner will require as a prior condition to final
payment a full release and waiver of claims form and
reserves the right, at its discretion prior to any
interim progress payment(s) to Contractor, to require a
release and waiver of claims forms for (partial)
payment for monies earned under the Contract through a
specified date.
31.2 If at any time there is evidence of the existence
of any claim arising out of or in connection with the
performance, or default in performance, of this
Contract for which Owner might be or become liable, the
Owner shall have the right to discharge such claims and
assess all costs thereof against the balance due
Contractor.
32.0 COST-REIMBURSABLE WORK - ACCOUNTING AND AUDITING
32.1 If any part of the Work is performed on a cost-
reimbursable or chargeable basis, the Contractor shall
keep and require each of its subcontractors or vendors
to keep full and detailed accounts of all such costs in
a form acceptable to the Owner.
32.2 In the event that work is to be performed on a
reimbursable or chargeable basis, Owner will include as
part of the Contract, special terms and conditions
setting forth all chargeable and nonchargeable cost
items and procedures for the payment of costs and
Contractor's fees related thereto.
32.3 Contractor shall at all times cooperate with the
Owner to amend or change any accounting procedure for
cost-plus work found to be unsatisfactory, and
Contractor, after agreement on accounting procedures
with the Owner, shall not institute any new accounting
procedure without prior written approval of the Owner.
32.4 Contractor shall retain all reimbursable or
chargeable accounting records for a period of two (2)
years after Final Acceptance of the Work and during
execution of the Work shall, at any time, afford such
persons as Owner authorizes full access to audit and
books of account and supporting documents. On
completion of the Work, Contractor agrees that copies
of books or records for cost-reimbursable work will, on
request, be turned over to the Owner.
33.0 LOSS OR DAMAGE BY ACTIONS OF OTHERS
33.1 If the Contractor sustains damage or loss through
any delay, default, act or omission of any other
contractors, subcontractors, or their agents or
employees, Owner shall not be liable therefor; but
nothing herein contained shall be construed to limit
the Contractor from pursuing its legal remedies against
such other contractor or subcontractors, or their
agents or employees.
33.2 Contractor shall have no claim against the Owner
for damage or loss by reasons of delay, default, act or
omission of other contractors, subcontractors or their
agents or employees, but nothing herein contained shall
limit any rights of Contractor to recover therefor
against such other contractors, subcontractors or their
agents or employees. If the Contractor by any default,
negligence or misconduct on its part, damages any other
subcontractor or contractor, it hereby agrees to be
directly responsible to such other subcontractor or
contractor for any such damage and to save, defend,
indemnify and hold harmless Owner and any affiliates,
lessors, partners or joint venturers of Owner and their
respective employees, officers, directors,
shareholders, agents, representatives, attorneys,
successors and assigns for all such claims and damages.
34.0 DISPUTES
34.1 It is the general intention of the parties that
any dispute relating to this Contract shall be settled,
to the extent feasible, before a single forum selected
by Owner, and a decision by such forum with respect to
any such question or matter shall be binding on
Contractor, provided that it has been granted a
reasonable opportunity to be represented and heard. To
this end:
a. At Owner's written election, all
disputes and controversies of whatever nature
arising under this Contract that cannot be
resolved by mutual agreement, may be submitted to
arbitration in accordance with rules of the
American Arbitration Association to a panel of
three (3) arbitrators. The place of arbitration
shall be the municipality which, in the opinion of
Owner, is most reasonably convenient to the Site.
b. If Owner does not elect arbitration, or
if any dispute involves third parties, the dispute
shall at the option of the Owner be submitted to
the forum which in Owner's opinion can best
determine and settle most aspects of such dispute
and the decision of that forum shall be binding on
the parties, provided that they have been given
notice and the opportunity for adequate
representation.
c. In the event of any proceeding pursuant
to this Section, the parties shall take action to
see that proceedings before any other forum shall
be stayed pending completion of these proceedings.
The decision with respect to proceedings pursuant
to this Section shall be binding upon the parties.
The parties shall thereafter dismiss from the
other forum any claims to the extent such claims
are resolved by such decision.
d. Contractor hereby consents to such
service and to submit itself to such jurisdiction
as is necessary to effect the purposes of this
Section, and further hereby agrees to and consents
to such stays and other actions necessary to
effect the purposes hereof.
e. For the purposes of this Section, a
"forum" includes arbitration or administrative
proceeding.
f. In the event of any dispute or claim by
Contractor, Contractor shall continue the Work in
accordance with the Contract and its sole remedy
shall be to pursue the remedies hereinabove set
forth.
34.2 EACH OF CONTRACTOR AND OWNER ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER ANY OF
THE CONTRACT DOCUMENTS OR WITH RESPECT TO THE WORK WILL
BE BASED UPON DIFFICULT AND COMPLEX ISSUES AND THAT IF
AND TO THE EXTENT THAT ANY PROCEEDING ARISING OUT OF
SUCH CONTROVERSY IS NOT SUBMITTED TO ARBITRATION AS
PROVIDED HEREIN, SUCH MATTER SHALL BE TRIED BY A JUDGE
AND WITHOUT A JURY.
35.0 NONDISCRIMINATION IN EMPLOYMENT
35.1 Contractor shall not discriminate against any
employee or applicant for employment because of race,
religion, color, sex, or national origin. Contractor
shall take affirmative action to insure that all
applicants are employed, and that employees are treated
during employment without regard to their race, color,
religion, sex, disability or national origin. Such
action shall include, but not be limited to the
following: employment, upgrading, demotion or
transfer; recruitment advertising; layoff or
termination; rates of pay or other forms of
compensation; and selection for training, including
apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and
applicants for employment, notices setting forth the
provisions of this nondiscrimination clause.
Contractor shall, in all solicitations or
advertisements for employees placed by Contractor or on
Contractor's behalf, state that all employment is
without regard to race, religion, color, sex,
disability or national origin.
35.2 Contractor shall comply with all provisions of
Executive Order No. 11246 of September 24, 1965
(including amendments thereto), and of the rules,
regulations, and relevant orders of the Secretary of
Labor. Contractor shall furnish all information and
reports required by Executive Order No. 11246 of
September 24, 1965 (including any amendments thereto),
and by the rules, regulations, and orders of the
Secretary of Labor for purposes of investigation to
ascertain compliance with such rules, regulations, and
orders. In the event of Contractor's noncompliance
with the nondiscrimination clauses of this Contract,
this Contract may be cancelled, terminated, or
suspended, in whole or in part and Contractor may be
declared ineligible for further contracts in accordance
with procedures authorized in Executive Order No. 11246
of September 24, 1965 (including any amendments
thereto), and such other sanctions may be imposed and
remedies invoked as provided in Executive Order No.
11246 of September 24, 1965, or by rule, regulations,
or order of the Secretary of Labor, or as otherwise
provided by law. Contractor shall include the
provision of this Article in every subcontract or
purchase order unless exempted by rules, regulations,
orders of the Secretary of Labor issued pursuant to
Section 204 of Executive Order No. 11246 of September
24, 1965 (including any amendments thereto), so that
such provisions will be binding upon each subcontract
or purchase order as the Owner may direct as a means of
enforcing such provisions, including sanctions for
noncompliance; provided, however, that in the event
Contractor becomes involved in, or threatened with,
litigation with a subcontractor or vendor as a result
of such direction by the Owner, Contractor may request
the United States to enter into such litigation to
protect the interests of the United States. The
foregoing obligations of Contractor shall include its
obligation to comply with all amendments or additional
rules, regulations and orders relating to Executive
Order No. 11246 of September 24, 1965, adopted or
effective during the Contract Time.
36.0 SECURITY, IDENTIFICATION AND SECRECY
36.1 Entrance into the Site by Contractor's employees
and all other persons will be subject to strict
security rules and Contractor hereby agrees to comply
and to cause strict compliance therewith by its
subcontractors.
36.2 Contractor shall obtain written authorization from
the Owner to enter the Site with trucks and other
vehicles and shall use only the entrances designated by
Owner for the use of contractors employed on this
Project.
36.3 Contractor shall require its employees and the
employees of its subcontractors to, at all times while
on the Site, wear the identification furnished by
Owner.
36.4 Contractor agrees that it shall treat all designs,
data and other information acquired under this Contract
as confidential and shall not use the name of Owner or
of any officer, director, employee or affiliated entity
of Owner or of the Site in any press release,
announcement, advertisement or publication, either
verbal or in writing, or disclose any information
whatsoever that it may obtain under or pursuant to this
Contract to third parties or to the public without
having first obtained the written approval of Owner as
to the form and content of any such disclosure, release
or publication. Contractor further agrees not to use,
sell, give, disclose or otherwise make available to
third parties or to the public at any time any
knowledge or information relating to internal
proprietary techniques and methods used by Owner for
purposes of geological interpretation, extraction,
mining, processing of minerals or any other proprietary
information of Owner that Contractor may acquire and/or
develop during the course of the Work. The obligations
of confidentiality of Contractor under this Section
shall apply to each of the officers, employees, agents
and subcontractors of the Contractor and shall survive
the termination or expiration of this Contract and
shall be fully effective and binding for a period of
five years thereafter. Contractor on request of Owner
shall execute any agreements relating to
confidentiality or proprietary rights which Owner
requires.
37.0 HYGIENE, FIRST AID AND SAFETY
37.1 Contractor agrees to comply with all federal,
state and local laws, regulations, rules and orders as
amended from time to time and Contractor shall comply
with all applicable laws, ordinances, rules,
regulations, and orders of any public body having
jurisdiction over the safety of persons or property and
shall establish, erect and maintain all necessary
safeguards for such safety. Contractor shall train,
furnish, require, and assure that all employees follow
safe work procedures and wear appropriate and required
safety equipment. Contractor shall notify all persons,
whether on or off the Site, when prosecution of the
Work may affect them.
37.2 The Contractor has been provided a copy of the
Owner's safety manual. The Owner's safety manual
describes safety practices and procedures which Owner
believes assist in the creation of a safe working
environment. Owner and Contractor recognize that other
policies and procedures can also provide a safe working
environment and further recognize the possibility of a
need for additional policies and procedures specific to
this operation. For this reason, Contractor's
principal safety office shall familiarize him/herself
with, and shall thereafter be solely responsible for
determining which , if any, provisions thereof are
relevant, applicable or pertinent to the Work. The
Contractor's safety officer shall be responsible for
the development and implementation of all safety
procedures.
37.3 Contractor shall designate a responsible member of
its organization at the Site whose duty shall be the
prevention of accidents and compliance with all safety
requirements. This person shall be competent and
experienced in such matters and shall be the principal
safety officer unless otherwise designated in writing
by Contractor to Owner.
37.4 In the event of occurrence of a situation wherein
life or valuable property are in apparent imminent
danger, Contractor is hereby authorized without further
special instructions from the Owner, to act at its own
discretion to prevent injury to persons or damage to
property.
37.5 Contractor shall be responsible to provide its own
first aid facilities and safety equipment.
37.6 Contractor shall furnish to the Owner a detailed
written report of all injuries other than those
requiring only first aid treatment.
37.7 Contractor bears sole responsibility under the law
for the safety of its own personnel employed in the
Work and for persons entering the Site as agents or
visitors of the Contractor.
37.8 Contractor shall comply with the Federal Mine
Safety and Health Act of 1977 as now or hereafter
amended and with all regulations and health and safety
standards promulgated pursuant thereto (all of which
are described hereinafter as "the Act"). Any citation,
fine withdrawal order, abatement notice or other action
by the Mine Safety and Health Administration (MSHA)
arising in connection with the Contractor's performance
under this Contract, which may affect the Owner's
operations, shall constitute a breach of this Contract
and shall be sufficient cause for termination of this
Contract by the Owner at its sole option and without
limiting any other rights or remedies the Owner may
have.
Contractor agrees that its operations are subject
to the terms of the Act and that it will abide by all
provisions of said Act. It is recognized that
substantial penalties can be levied for violations of
the health and safety standards contained, or to be
promulgated in the future, in the Act. Contractor
agrees that it is fully and completely responsible for
payment of any and all fines which may be levied by
MSHA as a result of such violations and will provide
Owner proof of payment thereof. The Contractor shall
carry out the Work under the Contractor's individual
MSHA identification number.
Neither Contractor's compliance with the Act nor
any supervision by the Owner which may be required as
provided above shall derogate Contractor's status as an
independent contractor otherwise created in this
Contract.
37.9 Contractor shall defend, indemnify and hold
harmless Owner, and any of its affiliates, lessors,
partners or joint venturers of Owner and their
respective employees, officers, directors,
shareholders, agents, representatives, attorneys,
successors and assigns from all claims, damages, costs
and expenses, including attorneys' fees in any
proceeding brought against any of them, and from any
liability imposed or attempted to be imposed on any of
them by reason of any violation or alleged violation of
any law, rule or regulation in connection with or
arising out of any operation or activity over which
Contractor has management, supervision or control.
Owner shall cooperate with Contractor in the event that
Contractor chooses to contest any citation under the
Act or any other law, rules, orders, regulations,
order, penalty or other enforcement action or liability
in connection therewith in which Contractor is
obligated to Owner under the terms of this Section
37.0, it being further understood and agreed that any
expenses incurred by Owner in so cooperating will be
the obligation of Contractor.
37.10 Contractor shall advise Owner as promptly as
possible after receipt of any citation or order of
withdrawal, or amendment, modification, determination
or vacation thereof, issued as a result of any activity
conducted by Contractor pursuant to this Contract, but
in all cases, such notification to Owner shall be
within twenty-four (24) hours of issuance. Contractor
shall furnish Owner a copy of each such citation or
order of withdrawal or amendment, modification,
termination or vacation thereof at the time Contractor
notified Owner as required by this paragraph or as soon
as reasonably possible thereafter. Contractor shall
promptly furnish Owner with copies of all documents
filed with the Federal Mine Safety and Health Review
Commission ("Commission"), relating to the Work, as
well as with any Commission order or decisions which
may be issued, in connection with any such citation or
order.
37.11 Nothing in the terms of this Contract shall
be interpreted to impose civil or criminal liability of
any kind or nature whatsoever vicariously from
Contractor to Owner. Without limiting the
aforementioned provision, Contractor shall assist and
cooperate fully with Owner in defending or preparing to
defend any federal or state civil or criminal
enforcement action brought or which Owner believes may
be brought, against Owner, Owner's officers, directors
or agents, under the covenants of any federal or state
or local law, regulation or ordinance, resulting from
or connected with Contractor's performance or non-
performance under this Contract.
38.0 TOXIC AND HAZARDOUS MATERIAL CONTROL ACT
38.1 Contractor shall comply with all requirements of
applicable federal, state and local Health, Safety,
Environmental Protection Regulations and the Toxic and
Hazardous Material Control Acts and Regulations of
federal, state and local government agencies (such as
EPA, OSHA, MSHA, NRC and DOT).
38.2 Labels and Safety Data Sheets for all toxic or
hazardous material must be attached to or provided with
this Contract. Contractor's failure to conform to any
of the above requirements in any respect shall be
corrected promptly by the Contractor upon notice
thereof, and the cost of such correction(s) as well as
any related costs arising out of any action brought by
a governmental agency in connection with such failure
shall be for the account of Contractor.
39.0 TAXES
39.1 Unless otherwise specified in the Contract
Documents, all taxes which Contractor may be required
to pay or collect are for the account of Contractor and
shall be deemed to be included in the fixed Contract
Price(s) or Contract Unit Price(s) set out in the
Contract, whether or not they are required to be
separately stated.
40.0 TITLE, ADVANCE PAYMENTS
40.1 Title to all labor, material and plant equipment
furnished by Contractor shall pass to the Owner upon
delivery to the Site, the risk of loss shall not shift
to the Owner until Final Acceptance.
40.2 If payments are made by Owner prior to delivery or
installation, or if Owner supplies items to be included
in the Work, Owner may require that the goods in
process be marked or otherwise identified, and
Contractor shall execute such documents and take such
action as in Owner's opinion are necessary to give
Owner the exclusive right to take possession and title
thereto at any time, as well as a security interest
therein.
40.3 No advance payment shall operate to relieve
Contractor of risk of loss or any other obligations
under this Contract.
41.0 OWNER'S REMEDIES FOR DEFAULT OR DEFECTIVE WORK
41.1 In the event of any default or defective Work
which Contractor does not, in the sole judgment of
Owner, immediately begin, and thereafter proceed with
diligence to remedy upon notice from Owner, or in the
event of any defaults or defect which Owner in its sole
judgment determines to be a material default or defect,
or if Contractor for any reason (other than one for
which it is entitled to an extension of time provided
under "Delays") fails to proceed with the Work as
scheduled in accordance with this Contract, Owner may
take such action as in its sole judgment is advisable
to remedy or to avoid such default to defect including
proceeding with its own forces or those of others and
taking possession and use of all equipment and material
at the Site (all of which Contractor hereby agrees to
leave for such purpose), and Contractor shall reimburse
Owner for all additional costs which it may incur in
connection with or as a result of such action.
41.2 Alternatively, or in addition as Owner may from
time to time elect, upon such defaults or defects or
delay, or if the Contractor shall become bankrupt or
insolvent or have an order or judgment entered against
it which affects a substantial part of its assets, or
if Owner shall have reasonable grounds to believe that
Contractor is bankrupt or insolvent or unable to pay
its debts as they become due, Owner may also terminate
all or part of Contractor's further performance and/or
further rights hereunder, as Owner may elect, and, at
Owner's discretion proceed as provided in the preceding
paragraph.
41.3 In the event of any such default, defect, delay,
order or judgment, bankruptcy or insolvency, Contractor
shall not be entitled to any further payment until the
matter is remedied to the satisfaction of Owner and
shall then be paid only such amount as is reasonably
due for work properly done by Contractor less all
damages, loss and additional expense suffered by Owner
as a result of such default. If such damage, loss and
expense shall exceed the amount due the Contractor,
such amount shall be paid immediately to Owner by
Contractor. No remedy afforded to Owner either under
this Contract or as a matter of law shall be deemed to
be exclusive.
42.0 INSURANCE
42.1 Contractor shall comply with all state and federal
social security and unemployment insurance laws.
Before commencing the Work, Contractor and its
subcontractors shall be qualified under the Workmen's
Compensation Law of the state where the Project will be
constructed and shall at all times comply therewith.
42.2 Contractor shall procure and maintain, during the
period that this Contract remains in force, insurance
coverage with limits of not less than those set forth
in this clause. Owner shall have the right to review
the adequacy of such coverage on annual basis and
require Contractor to obtain such additional types and
amounts of coverage as it determines to be necessary or
advisable. Any increase in the cost of insurance due
to such determination of Owner shall be a reimbursable
expense of Contractor hereunder. Contractor will
require all insurance companies, issuing policies of
insurance of Contractor, to certify to Owner, prior to
commencement of any Work, that such policies have been
issued and are currently in effect. In the event any
Work to be performed under this Contract is further
sublet, the Contractor will require the same insurance
coverage, from subcontractors. Contractors will submit
the Insurance Certificate of their subcontractors for
approval of the Owner.
Policies issued for Contractor shall be endorsed
to include, for the benefit of the Owner, the
following:
(a) A ten (10) day advance written notice in
the event of cancellation, non-renewal or material
change of any policy.
(b) Except as to Worker's Compensation
insurance, the Owner shall be named as an
additional insured.
(c) Contractor's insurance shall be primary
and any insurance maintained by Owner shall be
considered excess and noncontributory.
The minimum coverages and policy limits shall be:
Insurance Coverage Policy Limits
Worker's Compensation Statutory
1.Employer's Liability $1,000,000 each accident
Comprehensive General $1,000,000 Bodily Injury
Liability including coverage (per occurrence)
for independent Contractors,
Products and Completed $500,000 Property Damage
Operations (extending for at (per occurrence); or
least twenty-four (24) months $1,000,000 Combined
after completion of Single Limit
operations), Blanket or Broad
Form Contractual, insuring
the indemnification provision
under Article 43 hereof.
Personal Injury Liability,
Broad Form Property Damage,
and where an exposure exists
the explosion, collapse and
underground (XCU) hazard
exclusions deleted
1.Comprehensive Automobile $500,000 per person;
Liability including coverage $1,000,000 per occurrence
for owned, non-owned and Bodily Injury.
hired vehicles. $500,000 per occurrence
Property Damage; or
$1,000,000 Combined
Single Limit
Owner, by requiring the foregoing minimum
insurance coverages, will not be deemed to limit any of
the other obligations or liabilities of Contractor.
Deductibles, if any, will be for the account of
Contractor.
42.3 The Comprehensive General Liability Policy shall
include Contractor coverage for Completed Operations,
Blanket Contractual and Independent Contractors with
respect to the Work. Contractor shall also furnish a
standard endorsement to its Comprehensive General
Liability Policy naming Owner and any affiliates,
lessors, partners or joint venturers of Owner and their
respective employers, officers, directors,
shareholders, agents, representatives, attorneys,
successors and assigns, as additional insureds.
42.4 Contractor will procure and maintain until
acceptance of the Work, all risk and Installation
Floater Insurance to include Owner as parties insured
thereunder. Such insurance will cover physical loss or
damage to Contractor's Work, materials and equipment,
including consumable supplies that are part of, result
from, or are used in the Work. Such insurance will not
cover construction equipment, tools and facilities
owned, leased or rented by Contractor which do not
become a permanent part of the Work.
42.5 Neither Contractor nor Owner, shall be liable one
to another nor to the insurance carriers of such
parties for any loss or damage to property resulting
from or occurring in the course of the Work to the
extent that reimbursement shall be made for any such
loss or damage through or by reason of insurance
provided for the purpose and, for this purpose, hereby
waive any claim by or right of subrogation by insurers,
one to another.
42.6 A copy of any insurance company report made by
Contractor to its insurance company relative to bodily
injury or illness of its employees or property damage
incurred in the field, must be furnished without delay
to the Owner.
43.0 INDEMNIFICATION; SURVIVAL
43.1 State laws regarding indemnification vary
considerably, particularly with regard to
indemnification against the indemnitee's negligence.
This Section 43 shall be so read and applied as to
conform in all respects to applicable local law.
43.2 Contractor hereby agrees to defend, indemnify and
save harmless Owner, and any affiliates, lessors,
partners or joint venturers of Owner and their
respective employees, officers, directors,
shareholders, agents, representatives, attorneys,
successors and assigns, and anyone to whom any of them
may be liable and at their behalf, against all costs,
liability and expenses for personal injuries, including
death resulting therefrom, and against all costs,
liability and expenses for property damage, and
including attorneys' fees and other costs of defense
caused or alleged to have been caused by any act or
omission, negligent or otherwise, on the part of
Contractor, or its subcontractors, or persons directly
or indirectly employed by them and arising out of, or
in any way connected with the performance of this
Contract.
43.3 In those jurisdictions where permitted by local
law, Contractor also agrees to defend, indemnify and
save harmless Owner and any affiliates, lessors,
partners or joint venturers, and their respective
employees, officers, directors, shareholders, agents,
representatives, attorneys, successors and assigns,
anyone to whom Owner may be liable and at Owner's and
Owner's request to defend on and on their behalf,
against all costs, liability and expenses for personal
injuries, including death resulting therefrom, and
against all costs, liability and expenses for property
damage, and including attorney's fees and other costs
of defense, caused or alleged to have been caused by
the concurrent negligence of Contractor or its
subcontractors or persons directly or indirectly
employed by them and arising out of, or in any way
connected with the performance of this Contract.
43.4 In those jurisdictions where paragraph three above
is unenforceable under local law, the parties agree
that paragraph three is separable and severable from
paragraphs one and two and from all other provisions of
this Contract, and the paragraph three does not
constitute the main or essential feature of this
Contract and that the obligations of indemnification
assumed by the Contractor under paragraph two thereof
shall remain in full force and effect. If any claims
are made or any suit or other proceeding is brought
against Owner or any of its officers, directors or
employees, or any other indemnified person based on a
claim for which Contractor's indemnity is applicable,
Contractor at the election of Owner, or any other
indemnified person as the case may be, shall either
defend the persons against whom such claims, suit or
proceedings have been brought or assume the expense,
but not the direction, of the defense thereof and pay
or otherwise satisfy and discharge any and all
judgments which may be entered against Owner or any
other indemnified person.
43.5 The representations, warranties and
indemnification obligations of Contractor shall survive
the expiration or other termination of this Contract,
subject to any applicable laws regarding statutes of
limitation.
44.0 GOVERNING LAW
44.1 This Contract shall be construed and enforced, and
all rights and liabilities hereunder shall be
determined in accordance with the laws of the State of
Colorado. Whenever possible, each provision of this
Contract shall be interpreted in such a manner as to be
effective and valid under applicable law, and if any
provision of this Contract shall be or becomes
prohibited or invalid in whole or in part for any
reason whatsoever, that provision shall be ineffective
only to the extent of such prohibition or invalidity
without invalidating the remaining portion of that
provision or the remaining provisions of this Contract.
The parties specifically charge the trier of fact to
give effect to the intent of the parties, even if in
doing so, reformation of a specific provision of the
Contract is required consistent with the foregoing
stated intent.
45.0 GENERAL
45.1 The headings used in this Contract are for
convenience and shall not be used in any manner to
construe, limit, define or interpret any term or
provision of this Contract. This Contract has been
fully reviewed and negotiated between the parties and
no uncertainty or ambiguity in any term or provision
shall be construed strictly against Owner or Contractor
under any rule of construction or otherwise.
45.2 All rights and remedies of a party pursuant to
this Contract shall be cumulative and non-exclusive and
may be exercised singularly or concurrently.
46.0 ATTACHMENTS
Attachments 46.1 and 46.2 are hereby attached to and made
part of this Section II - General Terms and Conditions. The
remaining documents listed below as items 46.3 et seq. are
hereby incorporated in and made a part of this Section II
General Terms and Conditions by this reference. Contractor
acknowledges receipt of each of the items listed in this
Section 46.
46.1 Attachment A - AIllinois Creek Project Schedule of
Required Insurance@, February 22, 1996.
46.2 Addendum A
46.3 Illinois Creek Project, Invitation to Bid, Mine
Services and Earthworks Contract, No. C-300 dated
December 12, 1995.
46.4 Addenda No. 1 and 2, "Engineer's Estimate of
Quantities", dated December 12, 1995.
46.5 Addendum No. 3, "Miscellaneous Questions," dated
December 22, 1995.
46.6 Addendum No. 4, "Correction to Addendum No. 3"
dated December 27, 1995.
46.7 Contractor's Proposal dated December 27, 1995, but
excluding therefrom Exhibit Z.
46.8 Letter from Brad Luhman of D.H. Blattner & Sons,
Inc. dated January 9, 1996 and titled, "Mine Services &
Earthwork Revised Bid."
46.9 Addendum No. 5., "Bid Review and Request for
Additional Information:, dated January 12, 1996.
46.10 Letter from Brad Luhman of D.H. Blattner &
Sons dated January 16, 1996, and titled "Additional
Information Requested on January 12, 1996."
46.11 Letter from James Sittner of USMX to Mr.
Scott Blattner of D.H. Blattner & Sons, Inc. dated
January 19, 1996 titled "Illinois Creek Project, Notice
of Award for Mine Services and Earthworks Contract, No.
C-300."
46.12 Addendum No. 6, "Engineer's Estimate of
Quantities", dated February 6, 1996.
46.13 Letter from Brad Luhman of D.H. Blattner to
Jim Sittner of USMX dated February 21, 1996, titled
"...Revised Pricing."
46.14 Fax from Brad Luhman of D.H. Blattner & Sons,
Inc. to Don Hilleary of USMX dated February 23, 1996,
"Year 6 Bid Sheet".
46.15 Letter from Brad Luhman of D.H. Blattner &
Sons, Inc. dated February 27, 1996 to James Sittner of
USMX, Inc., titled Illinois Creek Project, Mine
Services and Earthwork Adjusted Pricing Schedule.
46.16 Letter from James Sittner of USMX, Inc. dated
February 27, 1996 to Scott C. Blattner, titled Notice
to Proceed, Illinois Creek Project, Mine Service and
Earthworks Contract C-300.
Addendum A
to Illinois Creek Project
Mine Services and Earthworks Contract C-300
Section II - General Terms and Conditions
The following provisions are added to the General Terms and
Conditions as if inserted therein in the Sections and with the
paragraph numbers indicated, unless otherwise provided:
5.35.3 Owner hereby designates Mr. James A. Sittner,
Owner's Manager of Development, as an Owner=s
representative. Owner hereby designates Mr. Stephen
Dieker as a General Manager for the Project as an
additional Owner=s representative. From time to time,
Owner may also designate as additional representatives
from Steffen, Robertson and Kirsten (U.S.), Inc.,
Lyntek, Inc. and other engineering consulting firms
various individuals to act on Owner's behalf with
respect to determinations regarding compliance by
Contractor with certain specifications, terms and
provisions of this Contract. The names of such
representatives and their specific responsibilities and
authority will be provided in writing by notice given
to Contractor in accordance with the NOTICES provisions
of this Contract.
5.4 Owner hereby designates Mr. Robert R. Monok,
Owner's Construction Manager, and Mr. James A. Smith,
Owner's Operations Manager, as additional
representatives. Mr. Monok shall act as a
representative of Owner in regards to the earthworks
portion of the Contract during
construction/development. Mr. Smith shall act as a
representative of Owner under this Contract in regards
to the mine services portion of this Contract during
operations.
11.2 Contractor shall conduct operations on the Site so
as to avoid disturbance or destruction of archeological
sites, including any artifacts found at the Site. If
Contractor discovers such an archeological site or
artifact, Contractor shall immediately discontinue work
at the Site, except for noninvasive surface
exploration, and shall notify Owner of its discovery.
Work at the Site shall not be resumed without
compliance with applicable law.
11.3 Contractor shall not permit its employees, agents,
contractors or subcontractors to fish or hunt on the
Site.
11.4 Contractor shall take all precautions consistent
with good industry practice to prevent and suppress
forest, brush and grass fire.
11.5 Contractor shall protect all lease and claim
boundary and survey monuments, witness corners,
reference monuments and bearing trees against damage,
destruction or obliteration. Any boundary markers,
witness corners or monuments damaged or obliterated by
Contractor shall be reestablished by the Owner in
accordance with applicable law and/or accepted survey
practices of the Federal Bureau of Land Management at
the expense of Contractor.
12.3 Contractor shall to the extent practicable, not
allow controlled drugs or substances (other than
medically prescribed drugs) to be brought to or
consumed on the Site.
15.2 Contractor shall invite, and consider in good
faith, proposals or bids from NPMC, CIRI, and their
affiliates for any subcontract. NPMC and CIRI shall be
given as much advance notice as is reasonably
practicable (but in no event less than fifteen (15)
days unless an emergency situation is present) prior to
notice being given to other potential bidders for all
proposed subcontract work to be performed pursuant to
this Contract.
The following additional sentence is added at the end of
paragraph 26.3
The retention portion of this paragraph does not
apply to the mine services portion of this Contract for
Work done during the operations phase.
26.8 The Contract Unit Prices payable in respect of the
Work in any calendar year or portion thereof commencing
on or after January 1, 1997 shall be adjusted effective
as of the first day of such calendar based on the
following method:
The base price for all price adjustments shall be
the Contract Unit Prices contained in the Contract for
each Area of Activity. Adjustment to those Contract
Unit Prices shall be made using the December Producer
Price Indices, U.S. Department of Labor, Bureau of
Labor Statistics. Indices for December, 1995 will be
the base component for computing future adjustments.
Labor adjustments will be determined by use of Alaska
Department of Labor, "Alaska Economic Trends" Table 2,
Average Hourly Earnings for the Mining Industry.
Adjustments will be made effective as of January 1 of
any year as soon as is reasonably practical following
the receipt by Owner of the Indices.
The following components will be subject to price
adjustments. The average percent of each Contract Unit
Price dollar components is established below. The sum
of the averages during the base period is 100%.
COMPONENT INDEX INITIAL
COMPONENT
AVERAGE
PERCENTAGE
1. Equipment Replacement Mining Machinery and Equipment 17%
Cost Industry Code 3532
2. Equipment Operating Tires and Inner Tubes 22%
Expense Truck/Bus, Including Off Highway
(Tires 10% and Parts 90%) Product Code 3011-2
Mining Machinery and Equipment
Parts and Attachments
Product Code 3532-9
3. Fuel, Oil, Grease Actual Cost as Verified by Each Party 7%
4. Explosives Actual Cost as Verified by Each Party 5%
5. Direct Labor Alaska Department of Labor 25%
Average Hourly Wage for Mining Industry
6. Indirect Labor Alaska Department of Labor 9%
Average Hourly Wage for the Mining Industry
7. G&A Profit Not to be Adjusted 15%
TOTAL 100%
<FN>
Adjustments to Unit Prices will be made by the following formulas:
A=(B/C) XD
Where:
A = Total adjusted component average percentage
B = Component index for latest December period.
C = Component index for December, 1995, the base period
D = Contract initial Component average percentage.
This formula will be applied to each component and the results for each component
will be computed. The new adjusted percentage total will be the multiplier used
to adjust Contract Unit Price items. An example follows:
</FN>
COMPONENT PERCENTAGE PERCENTAGE ADJUSTED
(D) (B/C) MINING
PERCENTAGE
1 17% 151.4/145.7=103.9% 17.7%
2 22% Tires - 10% 22.5%
95.2/95.1=100.1%
Parts - 90%
137.4/134.3=102.3
3 7% 83.5/82.5=101.2 7.1%
4 5% No Adjustment = 100% 5%
5 25% 26.63/25.85=103.0% 25.8%
6 9% 26.63/25.85=103.0% 9.3%
7 15% No Adjustment = 100% 15%
ADJUSTED
TOTAL 102.4%
This adjusted total would then be multiplied
against the mining unit prices for the following 12
month period. For example, 1996 loading unit price for
ore is $0.17/ton. Using the above adjustment, 1997
loading price would be $0.17 X 1.024=$0.174/ton.
27.2 Payments to Contractor will not be made against a
Work Authorization during the construction/development
phase of this Project. Such costs will be accrued
until the added work and the cost of same is
incorporated into the Contract by Contract Amendment
which Owner and Contractor shall finalize and execute
whenever the aggregate of the costs accrued equal or
exceed $50,000 or, whenever the aggregate costs are
less than $50,000, not less frequently than once per
month.
27.3 Payments to Contractor will be made against a duly
processed Work Authorization signed by Owner or Other
Work@ done during operations phase of this Project as
defined in Section III - Contract Specifications,
Section 2.9 - Other Work of this Contract.
30.5 Anything in this Contract to the contrary
notwithstanding, in the event any lenders providing
financing for the Project require a certification by an
independent technical consultant for the funding of
amounts due on Mechanical Acceptance or Final
Acceptance, it shall be a condition to such Mechanical
Acceptance and/or Final Acceptance that such
certification shall have been obtained by Owner.
34.2 Without limiting the foregoing provisions of
paragraph 34.1, Contractor agrees that in the event of
any litigation to resolve a dispute involving NPMC,
Owner and Contractor, such litigation shall, at the
election of Owner, be brought and carried out in the
Superior Court for the State of Alaska, Third Judicial
District, sitting at Anchorage; or the United States
District Court for Alaska at Anchorage. Contractor
hereby expressly submits and consents in advance to
such jurisdiction and hereby waives any claim that
either of such courts is an inconvenient or improper
forum based on venue. Contractor shall require that
any of its subcontractors also consent to the
jurisdiction and appropriateness of any proceedings in
any of the foregoing courts.
35.3 Contractor shall comply with Owner=s agreement
with NPMC which is a wholly owned subsidiary of CIRI
regarding its hiring practices. Contractor shall
adhere to the following standards:
Contractor shall give sixty (60) days advance
notice to Owner and NPMC or any other entity designated
by Owner, of all anticipated job openings; and in
hiring employees for work on the Project, Contractor
shall give first preference to equally qualified and
available local residents and shall then give a
preference to equally qualified and available CIRI
Shareholders and members of their immediate families.
38.3 Owner agrees that the Contractor has no discretion
or control under the Contract regarding the release,
transportation or disposal of chemicals or chemically
treated residue used in Owner's leaching operations,
and has not authority to make decisions or implement
actions or mechanisms to prevent and abate damage
caused by disposal, transportation and release of those
chemicals. In the event that Contractor is found to be
a responsible party with regard to the site under the
Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. 9601, et. seq., or become
liable under any other law applicable to the handling,
disposal, or treatment of chemicals used only by
Owner's leaching operations, Owner agrees to indemnify,
defend at Owner's cost and expense and hold harmless
Contractor from said liability except insofar as such
liability is determined to have been caused by the sole
negligence, gross negligence or intentional misconduct
of Contractor.
38.4 Hazardous substances transported in lots in excess
of 100 pounds or 100 gallons (and the estimated
quantities thereof) shall be disclosed by Contractor by
written notice to Owner prior to their being brought on
the Site. At the end of each calendar year, Contractor
shall notify Owner of all hazardous substances and
hazardous wastes, and the quantities thereof brought
to, stored on, used on, or transported from the Site by
it.
40.4 In the event either Contractor or Owner proposes
to use equipment of the other, the parties shall enter
into a written equipment lease agreement, which shall
include among other things usual and customary
provisions relating to maintenance, indemnities similar
to those contained herein and provisions regarding the
identification of the legal owner of the equipment.
42.7 Contractor and each of its subcontractors shall
procure and maintain at its expense and in a form
reasonably acceptable to Owner the types, and the
greater of the minimum insurance coverages as are
required by Sections 42.1 through 42.6 of Section II,
General Terms and Conditions, of this Contract or as
are required by the Illinois Creek Schedule of Required
Insurance (Attachment AA@).
42.8 Contractor shall require such insurers as Owner
may require to designate lenders providing financing
for the Project to name such lenders as "loss payee" on
Contractors' Builders' Risk Policies.
The following 43.5 replaces in its entirety 43.5 in the
preceding portion of Section II - General Terms and Conditions.
43.5 The indemnification obligations of Contractor
shall survive the expiration or other termination of
this Contract, subject to applicable laws regarding
statutes of limitation. The representations and
warranties of Contractor shall survive the expiration
or other termination of this Contract, in the case of
representations for twenty four (24) months and in the
case of warranties for 12 months following Final
Acceptance.
43.6 Anything in this Contract to the contrary
notwithstanding, the indemnification obligations of
Contractor set forth in this Contract shall not apply
with respect to any person or entity to be indemnified
to the extent such person or entity is determined by a
decision binding on such person or entity to have been
guilty of (a) gross negligence or intentional
misconduct or (b) if and to the extent that this
Contract is deemed to be a construction contract within
the meaning of Section 45.45.900 of Alaska Statutes or
any replacement therefor, sole negligence. The
foregoing shall not affect the validity of any
insurance or agreement issued by an insurer obtained by
Contractor for the benefit of Owner or others as
provided hereunder.
47.0 ASSIGNMENT OF CONTRACT BY OWNER.
47.1 Owner may transfer or assign the Contract to any
joint ventures or partnerships between it and NPMC,
any of its subsidiaries, affiliates or any successors
by merger and also to any lenders providing financing
for the Project.
ILLINOIS CREEK PROJECT
MINING AND EARTHWORKS CONTRACT
C-300
SECTION III
CONTRACT SPECIFICATION
ILLINOIS CREEK PROJECT
MINING AND EARTHWORKS CONTRACT C-300
SECTION III
CONTRACT SPECIFICATION
Table of Contents
SECTION TITLE PAGE NO.
1.0 INTRODUCTION 3
2.0 SCOPE OF WORK 3
3.0 WORK INCLUDED IN SPECIFICATION 9
4.0 WORK EXCLUDED IN SPECIFICATION 10
5.0 MATERIAL FURNISHED BY OWNER 10
6.0 MATERIALS FURNISHED BY CONTRACTOR 11
7.0 SCHEDULING THE WORK 11
8.0 MATERIAL CONTROL 12
9.0 MEASUREMENT FOR PAYMENT 12
10.0 SITE FACILITY AND CLEAN UP 13
11.0 EXECUTION 13
12.0 ATTACHMENTS 30
1.0 INTRODUCTION
1.1 This Section of the Illinois Creek Mine Services
and Earthworks Contract -- namely, Section III,
Contract Specification -- establishes the Scope of Work
for the Contract. The Contract Specification is
coordinated with the Form of Proposal and is
supplemented by the specific drawings, specifications
and other documents which are made part of this
Contract and which are listed in Section 12.0
"Attachments".
1.2 Work for which the Contractor shall be responsible
is summarized below by Areas of Activity (AOA). A
complete listing of the project by AOA showing areas of
responsibility is listed in Section 12.0 "Attachments".
2.0 SCOPE OF WORK
2.1 General.
This specification covers the furnishing of all
supervision, labor, equipment, temporary facilities,
tools, materials and supplies required to perform the
contract mine services and other earthwork at the
Illinois Creek Project site. Years noted shall be
based on the one year periods commencing with the date
of the Contract unless otherwise noted.
2.2 Mobilization/Demobilization (AOA-8810)
Contractor shall be responsible for all the Work
required to mobilize and demobilize its equipment,
manpower, tools, material, and supplies from their
respective points of origin to the point of departure
stated in the Contractor's Form of Proposal.
2.3 Earthwork Construction/Development (AOA-0000)
Contractor shall be responsible for all Work
necessary to (1) clear, grub and/or chip all trees and
brush; (2) remove and stockpile all chipped organic
material including the peaty and mossy organic mat; (3)
remove and stockpile topsoil; (4) rip, drill, blast,
cut rock and/or common material; (5) prepare
foundations; (6) fill embankments; (7) compact fill,
(8) install culverts, geotextile and rip rap; and (9)
grade, finish and trim earthwork so that the completed
earthwork construction/development conforms to the
grades, elevations, lines, and pertinent cross sections
as shown on the attached construction drawings,
specifications and other documents.
2.3.1 On-Site Infrastructure (AOA-2000).
Plant Site Access/Transportation (AOA-
2100). Work shall include completing the
construction of the main access road from the
existing airstrip to the mine plant area. This
Work includes the installation of any drainage
ditches, culverts, geotextile and base course
material required to develop an all weather road
capable of handling Contractor's and Owner's
equipment required to move personnel, equipment
and supplies from the existing air strip to the
mine plant site on a sustained basis. Work shall
include maintaining the existing gravel airstrip
during the construction period in 1996 in its
current good condition and so that it is capable
of handling C-133, C-130, DC-6 and light cargo
airplanes. Contractor shall maintain the airstrip
in its current condition from and after 1996 based
on a reasonable price to be negotiated in good
faith by Owner and Contractor.
General Plant Site Work (AOA-2200).
Work includes site preparation at the plant site
which contains the process plant, assay
laboratory, maintenance shop, warehouse,
administration office, ready line, fresh water
pond and laydown yard. Site preparation includes
work necessary to clear, grub, remove and
stockpile the existing organic mat and topsoil,
cut underlying silt layer down to the competent
gravel zone which lies about one foot below the
silt layer and rough grade the area.
2.3.2 Crusher Site (AOA-4000).
ROM Stockpile and Retaining Wall (AOA-
4100). Work includes all earthwork necessary by
Contractor to construct a suitable run-of-mine
(ROM) stockpile area capable of storing up to
15,000 tons of dolomitic limestone and 25,000 tons
of ore. Work will also include the construction
of an appropriate retaining wall if necessary to
feed material to contractor's portable crushing
and screening plant.
Portable Crushing, Screening and Wash
Plant (AOA-4700). Work includes providing a
portable plant capable of handling 15,000 tons of
dolomitic limestone per year (90% passing 3" x
1.5") and 83,800 tons and 71,100 tons of ore grade
overliner material for the leach pad (80% passing
1") in Years 1 and 3, respectively. It is
expected that overliner material will require very
little crushing as it can be obtained from the
very friable, high grade gossan zone. The
overliner will need to be processed during a three
month period. Work will include all earthwork
necessary to prepare an appropriate crusher site
near the Owner's lime kiln complete with
appropriate product stockpile area.
2.3.3 Process Site (AOA-5000).
Modified Valley Fill Leach Pad (AOA-
5410). Work shall include all earthwork
construction required to construct the modified
valley fill leach pad as summarized below and
further defined in the SRK Report titled,
AIllinois Creek Heap Leach Design Report",
November 1995. The leach pad will be construction
on a hillside. Downstream containment of the ore
and process solution will be accomplished through
the construction of an earthen embankment. A
trough will be excavated behind the upstream toe
of the embankment to serve as a barrow source for
initial construction and to increase the storage
capacity behind the embankment. The leach pad
will be built in three stages. The first stage
will be constructed in Year 1. It will consist of
excavating a trough approximately 80 feet wide by
1500 feet long to a nominal base elevation of 500
feed (msl), constructing a berm to the 530 foot
elevation and constructing a leach pad up slope of
the trough to the 570 foot elevation contour.
Stage two will be built in Year 3. It will
consist of increasing the crest of the berm to 550
foot elevation and extending the leach pad up
slope to the 635 foot elevation contour. Stage
three is optional and will be constructed only if
needed around Year 4. It will consist of
increasing the crest of the berm to the 570 foot
elevation.
Lime Kiln Site (AOA-5630). Contractor
shall construct the lime kiln site earthworks so
that the completed site work shall conform to the
grades, elevations, lines and pertinent cross-
sections on the attached drawings or as specified
by the Owner. Earthworks shall be completed up
through rough grading and up to the point that the
site is ready for structural excavation. Such
work is to be done by others.
2.3.4 Stormwater Diversion System (AOA-6200).
Work shall include all earthwork
required to construct and maintain the stormwater
diversion system as summarized below and as
further defined in the SRK Report titled,
AStormwater Pollution Prevention Plan" dated
October 1995. The stormwater diversion system
will consist of a system of (1) a permanent
stormwater infiltration node; (2) temporary
stormwater collection ponds and pits; (3)
diversion ditches, channels and culverts; and (4)
other stormwater treatment/best management
practice (BMP) systems.
2.4 Contract Mining (AOA-3000).
During the operations phase of this Project,
Contractor shall be responsible for all Work required
to perform preproduction development and other contract
mining required in accordance with the terms set forth
in the Contract, as summarized below and as described
in more detail in the attached construction drawings,
specifications, documents and yearly production
schedule. If the Contract price to be charged for the
following work varies by pit, bench level, drill
pattern or powder factor, the prices must be clearly
stated in the Contractor's Form of Proposal.
2.4.1 Mine Preproduction Development (AOA-
3100).
Work shall include the following
elements as required to prepare mine site for
production:
Clear and grub and/or chip all trees and
brush,
Burn and/or otherwise dispose of
trees and brush, and
Remove and stockpile the equivalent of one
foot of peaty surface mat, topsoil and/or plant
growth medium.
2.4.2 Drill (AOA-3300).
Work shall include drilling and sampling
of the ore and/or waste zones as required.
2.4.3 Blast (AOA-3400).
Work shall include blasting and/or
ripping ore and/or waste zones as required.
2.4.4 Load (AOA-3500).
Work shall include loading ore and/or
waste from 10-foot benches and/or 20-foot benches
as required.
2.4.5 Haul (AOA-3600).
Work shall include hauling ore to the
crusher or to the leach pad and end dumping it on
10-foot to 20-foot lifts as dictated by the Owner.
Work shall include hauling waste to the
appropriate waste dump as shown on the
construction drawings and/or dictated by the
Owner.
2.4.6 Pits, Roads & Dumps (AOA-3700).
Work shall include the construction,
development and maintenance of all mine access
roads, mine haul roads, waste dumps and topsoil
stockpiles. This Work includes watering all mine
roads, dumps and stockpiles as necessary to
maintain strict compliance with the terms and
conditions of the State Air Quality Permit held by
Owner. Owner will supply water to the Contractor
at a mutually agreed upon site near the crusher to
be used by the Contractor to fill its water
truck(s). This Scope of Work covers all Work
required by Contractor to maintain the various
mine areas including the highwalls, safety
benches, ramps, roads, pit working areas, waste
dumps, and topsoil stockpiles in a safe and
workman like manner.
2.4.7 Mine Support (AOA-3800).
The Work shall cover all other field
costs incurred by the Contractor during the course
of mining including but not limited to labor,
maintenance and operating supplies, fuel,
lubrication, tires and ground engaging components.
2.4.8 Mine General (AOA-3900).
This Scope shall cover all other Work
required of the Contractor by the Owner and
necessary to the completion of Work covered by
Section 2.4, AContract Mining". It includes but
is not limited to such items as any of the
Contractor's direct costs of production (such as,
supervision, equipment ownership and overhaul
expenses) and indirect costs (such as, field
facilities, other expenses, insurance, taxes,
general and administrative items and profit) which
have not been allocated to any other cost center.
2.5 Contract Crushing (AOA-4000).
During the operations phase of this Project, the
Contractor shall be responsible for all Work required
to perform contract crushing, screening, washing,
and/or the rehandling of any crushed product utilizing
the facilities and equipment provided by the
Contractor.
2.5.1 Crushed Overliner Material (AOA-4201).
Contractor shall be responsible for
crushing ore grade overliner material for Owner as
previously specified in Section 2.3.2.
2.5.2 Dolomitic Limestone (AOA-4202).
Contractor shall be responsible for
crushing dolimitic limestone for Owner to be used
by Owner to feed Owner's lime kiln. Product
produced is to be as previously specified in
Section 2.3.2. Product is to be placed in a
stockpile for Owner.
2.5.3 Crushed Ore/Overliner Material
Rehandle (AOA-4730).
Contractor shall be responsible for
rehandling crushed overliner material and placing
it on the leach pad as specified by the Owner.
Overliner material shall be placed over the leach
pad liner in a two-foot lift. Contractor will use
extreme care in placing the overliner on and
spreading it over the synthetic liner. Contractor
will be held strictly responsible for any and all
costs incurred by Owner during the course of
repairing any liner damaged by Contractor.
2.5.4 Air Quality.
Contractor shall be responsible for
maintaining strict compliance with the terms and
conditions of the State Air Quality Permit held by
the Owner. Contractor shall provide water sprays
as necessary. Owner will provide a water supply
to Contractor at a point near the Contractor's
crusher site.
2.6 Contract Loading of Leach Pad (AOA-5420).
Contractor shall be responsible for all Work
required to load run-of-mine (ROM) and/or crushed ore
on the leach pad as shown on the construction drawings
and/or as directed by the Owner. The proposed plan is
to place the ore on the leach pad in horizontal lifts
ranging in height from 10 feet to 20 feet. Owner may
specify either one of two methods to load the leach pad
as follows:
2.6.1 End Dumping (AOA-5421).
Contractor will work off the top of the
new lift by dumping ore off the end of the new
lift and down on top of the previously leached
lift. Contractor will be responsible for ripping
the previously leached lift to a minimum depth of
three feet. Contractor will be responsible for
pushing ore off the top of the new lift, ripping
it and leveling it to ensure that the lift
elevations are maintained to within 3 inches of
the approved design in preparation for the Owner
to lay the leaching distribution and collection
piping system. Contractor shall clearly state
whether this Work item is to be considered a
separate charge or whether it is included in the
Contractor's ore haulage charge (see Section 2.4.5
AHaul").
2.6.2 Push Up Dumping (AOA-5422).
Contractor shall work off the top of the
previously leached lift end dumping ore from its
trucks and pushing it up to the desired lift
height with a dozer and/or backhoe. Contractor
will be responsible for ripping the previously
leached lift parallel to the advancing face of the
new lift before dumping the ore on it. Trucks or
other wheeled vehicles will not be allowed to back
over the area after it has been ripped.
Contractor will be responsible for ripping and
leveling the new lift to ensure that the lift
elevations are maintained to within 3 inches of
the approved design in preparation for the Owner
to lay the leaching distribution and collection
piping system.
2.7 Contract Maintenance and Warehouse Services (AOA-7000).
Contractor shall be responsible for all mine
maintenance required to complete its Work and to
maintain in good working order any of the Owner's
facilities and/or equipment utilized by the Contractor.
A heated shop and warehouse will be required at the
mine plant site as well as the existing one located at
the airstrip. Owner and Contractor will share
maintenance and warehouse facilities as well as
purchasing maintenance and warehousing responsibilities
(see USMX Report titled, A1994 Year End Report,
Illinois Creek Project, Alaska", December 15, 1994,
Sections 11 and 18). Owner will provide general
maintenance service for the process plant, assay
laboratory, man camp, old man camp, administrative
building and infrastructure. Contractor will be
responsible for maintaining the maintenance
shop/warehouse and for providing labor necessary to
maintain Owner's and its own mobile equipment.
Contractor shall be responsible for unloading from
incoming aircraft, receiving, providing temporary
storage and protection for, and transporting to
appropriate installation site, as required, all
equipment, materials, and supplies furnished by Owner
as well as all equipment materials and supplies
furnished by Contractor.
2.8 Contractor's Indirect Costs (AOA-8800).
Contractor shall be responsible for bidding its
Work so that all of its indirect costs with the
exception of mobilization are allocated to one of the
direct areas of activity (AOA) defined in this Section
(Section 2.0 AScope of Work"). Such indirect costs
include but are not limited to the following: (1)
field construction facilities, (2) field construction
expenses, (3) Contractor's insurance, Contractor's
taxes, (4) Contractor's G & A, and (5) Contractor's
profit. This specification will not be used unless
Owner and Contractor mutually agree to an arrangement
which allows for Work to be allocated in this manner.
2.9 Other Work.
From time to time during the life of the Contract
, Owner may have other miscellaneous work requirements
for which it will request the services of the
Contractor. Contractor shall exercise its best efforts
to comply with all such requests. Such requests shall
be issued in writing by the Owner. Such other work
shall be conducted at the direction of the Owner and,
except as agreed to the contrary in writing by the
Owner and Contractor, shall be paid for in accordance
with the Contractor's unit prices and/or hourly rates
established in Section IV, AForm of Proposal" of this
Contract.
3.0 WORK INCLUDED IN SPECIFICATION
The Work included in this specification shall include but is
not limited to the following:
3.1 Plan and organize the Work
3.2 Mobilize all materials as specified, construction
equipment, facilities and manpower necessary to
accomplish the Work in accordance with the drawings and
specifications (see Section 12.0 "Attachments") and
within the proposed schedule (see Section 7.0
"Scheduling Work").
3.3 Provide sufficient quantities of equipment for
each part of the Work bid to complete all items of Work
within the schedule. Contractor shall not remove
equipment from the Site without Owner's approval.
3.4 Unload, receive, provide temporary storage and
protection for, and transport to the installation site,
as required, all equipment and materials furnished by
Owner.
3.5 Coordinate survey control through the on-site
designated representatives of Owner. Owner will provide
for all survey work.
3.6 Notify Owner immediately of any discrepancies
encountered with drawings, specifications or major
survey control points.
3.7 Provide scheduling and cost control of the Work to
a standard that is acceptable to Owner.
3.8 Maintain all construction equipment in proper
working condition, including Owner's equipment utilized
by Contractor.
3.9 Maintain traffic flows in a controlled and safe manner.
3.10 Repair damages to the Work caused by weather or
construction.
3.11 Provide onsite transportation for contract
personnel in a manner that is acceptable to the Owner.
3.12 Provide quantity takeoffs from survey information
to establish payment quantities. Quantity information
shall be in such format and detail as is acceptable to
the Owner.
3.13 Clean up the working areas to the satisfaction of
the Owner and demobilize all materials, construction,
equipment, and facilities from the Site once the Work
is completed.
3.14 In case of accident furnish first aid to injured
and provide extrication of injured to the nearest
medical center or obtain medical assistance. Owner and
Contractor will work together to staff their respective
work forces with adequately trained Emergency Medical
Technicians (EMT) and to establish air medivac
services.
3.15 Provide a bi-monthly report to Owner detailing
material purchases, work in progress, completed items,
equipment received, job status and work planned for
next month. Provide in depth discussion of problems or
delays which may arise in meeting contractual
completion dates.
3.16 Contractor shall work closely with Owner to
coordinate the installation of the pregnant solution
pump. Pipe connections, pump installation as well as
all trenching leading to and from the sump will be done
by Owner or by Contractor as AOther Works".
Installation shall be directed by the Owner.
4.0 WORK EXCLUDED IN SPECIFICATIONS
The following items are specifically excluded from
Contractor's Scope of Work.
4.1 Primary control and construction surveys.
4.2 Concrete foundations.
4.3 Liner installation and trenching.
4.4 Man Camp, mine plant site, lime kiln and valley
fill leach pad piping and trenching, including the
installation of the pregnant solution pumps.
4.5 Structural excavation, including trenching for
concrete foundations and fine grading of mine plant,
man camp and lime kiln areas.
5.0 MATERIAL EQUIPMENT AND OTHER ITEMS FURNISHED BY OWNER
5.1 Camp facilities for Contractor's employees
including room and board while they are on site. The
existing camp can handle approximately 30 people. The
new camp will be able to service 90 people.
5.2 Maintenance/Warehouse facilities. Contractor will
be able to share the use of the existing
maintenance/warehouse facilities at the airstrip until
the new facilities are constructed.
5.3 Office facilities both in the administration building
and in the maintenance/warehouse.
5.4 Outside communication capabilities.
5.5 Lot - Leach Pad and Pond Leak Detection Piping and
Sumps.
5.6 Contractor should state which if any of the
Owner's mobile equipment and/or facilities it will
need.
6.0 MATERIAL FURNISHED BY CONTRACTOR
6.1 Contractor shall furnish all dozers, scrapers,
excavators, cranes, trucks, mixers, generators,
compressors, welders, fuel, lubricants, and all other
construction supplies, small tools, materials, and
equipment not provided by Owner.
6.2 Contractor shall furnish crushed screened material
for leak detection trench drain rock as specified by
the Owner.
7.0 SCHEDULING THE WORK
7.1 Completion of the following items of work on the
dates indicated is a contractual requirement.
Contractor shall furnish sufficient personnel,
equipment and supervision and shall work such hours,
including overtime, as necessary and as approved by
Owner, to complete the Work not later than the
following dates:
AOA Scope of Work Description Early Start Date Late Finish Date
- Invitation to Bid 11-27-95 N/A
- Bids due from Contractors N/A 12-27-95
- Contract Award Date 1-15-96 2-15-96
- Notice to Proceed 3-15-96 4-15-96
8810 Mobilize at Point of Departure 4-15-96 5-15-96
- Earthwork Construction
2000 On-Site Infrastructure 4-15-96 6-30-96
3100 Mine Site Development 6-01-96 8-31-96
4000 Crusher Site Development 6-15-96 7-01-96
5000 Process Site Development 4-15-96 8-31-96
5410 Modified Valley Fill Leach Pad 4-15-96 7-15-96
5630 Lime Kiln Site Development 6-15-95 7-01-96
6200 Stormwater Diversion System 6-15-95 7-31-96
Field completion dates are based on a contract
award date of February 15, 1996.
7.2 Bidder, during bid preparations, shall satisfy
itself that it has planned and scheduled the Work to
the degree necessary to fairly price the Work.
Planning and scheduling shall include the possible
effects of weather, other contractors, confined spaces
and the remote site. Request for changes due to the
failure of Contractor to adequately plan and schedule
the work will not be considered.
7.3 The Contractor shall prepare a detailed bar chart
scheduled within one (1) week after receipt of Notice
to Proceed.
7.4 Contractor shall utilize accepted, effective
scheduling techniques throughout the course of the
Work. Owner will request periodic meetings with the
Contractor to review Contractor's progress, personnel,
deliveries, and future planning.
8.0 MATERIAL CONTROL
8.1 Contractor shall be responsible for purchasing,
expediting, receiving, handling, transporting,
warehousing, and protecting all materials required to
complete the Work furnished by Contractor.
8.2 Contractor shall be responsible for unloading,
receiving, handling, transporting, warehousing, and
protecting all materials furnished by Owner.
8.3 No material, including material furnished by
Contractor, shall be removed from the jobsite without
written authorization from the Owner.
9.0 MEASUREMENT FOR PAYMENT
9.1 Measurement of Work Performed:
Progress payments to be made to the Contractor shall be
for Work actually performed based upon actual
measurements.
9.2 Quantity Measurement:
The measurement to be used to calculate the quantity of
Work completed will correspond to the unit of
measurement stated in Section 2.0 of the Contractor's
Form of Proposal. For example, measurement of the
volume of ore and waste for purposes of establishing
Work performed by Contractor shall be by Abank cubic
yard" determined by field surveys of pit excavations.
"Bank cubic yards", as used herein, means earth, rock
and/or overburden in place before drilling, blasting or
ripping. To compute tonnage, a factor of 12.9 cubic
feet per dry ton, in place, will be used for the ore
zone. A factor of 12.2 cubic feet per dry ton, in
place, will be used for the waste zone. A tonnage
factor of 18 cubic feet per dry ton, in place, will be
used for topsoil.
The Owner shall survey the excavation and backfill
progress on a weekly basis or more often if necessary
for the purpose of calculating volumes. The planned
elevations will be used as a basis for determining the
volume removed in bank cubic yards. Copies of survey
notes, plots and calculations will be furnished upon
request for verification purposes. If the parties fail
to agree on the volume removed as shown by the surveys
and calculations, an independent party shall be paid
for by the party whose contention regarding the
aggregate volume removed was furthest from the amount
determined by the independent party.
No additional allowance will be made for rock
removal, dewatering, site clearing and grading,
filling, compaction, disposal or removal of any
unclassified materials.
10.0 SITE FACILITIES AND CLEANUP
10.1 Contractor shall furnish suitable security, first
aid, and safety facilities as approved by Owner.
Contractor is responsible for the safety of its
employees, including jobsite first aid, transportation
to and from doctor and arrangements for offsite medical
services.
10.2 Contractor shall furnish all necessary temporary
facilities such as toilets, drinking water, electric
power, air compressors, lighting, heaters gang boxes,
office trailers, telephones, radios, crew shacks, and
reprographic equipment.
10.3 Owner will be awarding other contracts for
construction on this Project. Contractor shall fully
cooperate with other contractors and carefully fit its
work to other work as may be directed by the Owner.
Contractor shall not commit or permit any act which
will interfere with the performance of work by any
other contractor, and shall store construction
materials and equipment in areas assigned by Owner.
10.4 Contractor shall arrange its work and shall store
and dispose of materials being used so as not to
interfere with the operations of other contractors. It
shall coordinate its work with others in an acceptable
manner and perform it in a proper sequence to that of
others.
10.5 Contractor shall keep the area in which it is
working clean of all debris. Upon leaving any area
after completion of work, Contractor shall remove from
premises all rubbish and unused materials.
11.0 GENERAL WORK SPECIFICATIONS AND METHODS OF EXECUTION
11.1 The following general specifications and methods
of execution shall apply to all the Work covered by
this Contract which is not covered by a specific
specification and/or method of execution.
11.2 Clearing and Grubbing
11.2.1 This work consists of clearing,
grubbing, removing and disposing of vegetation and
debris within the limits of the construction site.
11.2.2 Surface objects, tress, stumps,
roots and other protruding obstructions,
designated for removal shall be cleared and/or
grubbed, including mowing, as required.
11.2.3 Grass, grass roots and incidental
top soils shall not be left beneath a fill area,
nor shall this material be used as fill material.
11.2.4 Except in areas to be excavated,
holes resulting from the removal of obstructions
shall be backfilled with suitable material and
compacted.
11.2.5 Burning, if permitted, shall be
done in accordance with applicable laws,
ordinances, and regulations. If perishable
material is burned, it shall be burned under the
constant care of the Contractor at such time and
in such manner that the surrounding vegetation,
other adjacent property, or anything designated to
remain will not be jeopardized.
11.2.6 Materials, debris and unburned
perishable materials may be disposed of by methods
and at locations approved by the Owner. If
disposal is by burying, the cover material shall
provide a cover at least 12 inches and shall be
graded and shaped to present a pleasing
appearance.
11.2.7 Trees, shrubbery, grass and other
vegetative ground cover outside the construction
area shall be preserved and protected from damage,
and the Contractor will be responsible for any
damage thereto resulting from construction
operations. Contractor shall take reasonable care
to avoid damage by its construction operations to
lands adjacent to the site. All vegetation and
ground cover not within the construction site
shall be preserved and protected as directed.
11.3 Chipping
Small trees, shrubbery and brush will be chipped
to form an organic mulch when directed by the Owner
and/or the Contract. Trees typically range from 3-
inches to 9-inches in diameter with minor larger trees
present. Larger trees may be chipped and/or
individually disposed of as approved by the Owner.
11.4 Remove and Stockpile Organic Material
In those areas where chipping is specified,
Contractor shall remove and stockpile all chipped and
organic material including the 3-inch to 9-inch peaty
surface mat. This material shall be stockpiled
separately from the topsoil as it will be used during
reclamation to construct a biomass channel to remove
heavy metals from the leach pad solutions.
11.5 Remove and Stockpile Topsoil
Enough topsoil will be removed and stockpiled to
cover the area to be reclaimed with one foot of topsoil
and/or plant growth medium such as the silt layer just
below the "A" horizon.
11.6 Excavation and Structural Fill
The work of this Section includes all earthwork
required for construction of the Project. Such
earthwork shall include, but not be limited to, the
loosening, removing, loading, transporting, depositing,
and compacting in its final location of all materials
wet and dry, as required for the purposes of completing
the Work specified in the Contract Documents, which
shall include, but not be limited to, the furnishing,
placing, and removing of sheeting and bracing necessary
to safely support the sides of all excavation; all
pumping, ditching, draining, and other required
measures for the removal or exclusion of water from
excavation; the supporting of structures above and
below the ground; all backfilling around structures and
all backfilling of trenches and pits; the disposal of
excess excavated materials; borrow of materials to make
up deficiencies for fills; and all other incidental
earthwork, all in accordance with the requirements of
the Contract Documents.
The Contractor's attention is directed to the
provisions of Subpart P, Section 1926.652 of the OSHA
Safety and Health Standards for Construction, which
require that all banks and trenches over 5 feet high
shall be shored or sloped to the angle of repose.
11.6.1 Cut/Earth Excavation
Earth excavation shall consist of the
excavation and removal of suitable soils for use
as structural fill as well as the satisfactory
disposal of all vegetation, debris and deleterious
material encountered within the area to be graded
and/or in a borrow area.
Excavated areas shall be continuously
maintained such that the surface shall be smooth
and have sufficient slope to allow water to drain
from the surface.
11.6.2 Structural Fill
Structural fill shall consist of a
controlled fill constructed in areas indicated on
the grading plans.
Structural fill material shall consist
of soils that conform to the following physical
characteristics:
Sieve Size Percentage Passing
(Square Openings) by weight
3 inch 100
No. 4 50-100
No. 200 0-30
The plasticity index of materials to be
used as structural fill shall not exceed 10 as
determined in accordance with ASTM D4318.
The fill materials shall be free from
roots, grass, other vegetable matter, clay lumps,
rocks larger than 6 inches, or other deleterious
materials.
Site soils may be used for structural
fill, provided they meet the requirements of
Section 11.6.2.
The results of the soil investigation
indicate that adequate site soils exist which will
meet these requirements, selective excavation or
blending may be required.
11.6.3 When the quantity of suitable
material required for fill is not available within
the limits of the jobsite, the Contractor shall
import sufficient suitable materials for fill to
the lines, elevations and cross sections as shown
on the drawings form borrow areas. The Contractor
shall obtain from owners of said borrow areas the
right to excavate material, shall pay all expenses
in developing the sources including the cost of
right-of-way required for hauling the material.
11.7 Construction
11.7.1 Building Area Preparation
Areas to receive fill and cut surfaces
at final grade shall be scarified to a depth of 12
inches. The scarified surface shall then be
compacted as specified in Section 11.7.2.
Scarification and moisture conditioning can be
deleted in areas in which bedrock is exposed at
the surface or as approved by Owner. Compaction
of the bedrock shall be by proof rolling.
11.7.2 Compaction
Fill shall be spread in layers not
exceeding 8 inches, watered as necessary, and
compacted to a density of not less than 95 percent
of maximum dry density. Moisture content at time
of compaction shall be maintained within the
limits of 2 percent below to 3 percent above
optimum moisture content.
Optimum moisture content and maximum dry
density for each soil type used shall be
determined in accordance with ASTM D1557.
11.7.3 Solution Ponds
Areas to receive fill and cut surfaces
at final grade shall be scarified to a depth of 8
inches, moisture conditioned and compacted to a
minimum 90% of maximum density per ASTM D1557.
Moisture content should be maintained within the
limits of 2 percent below to 3 percent above
optimum moisture content.
Areas of compacted subgrade to receive
the geomembrane liner material shall be free of
angular gravel, gravel over 2 inches in diameter
and hard objects within 4 inches of the surface.
These areas shall be graded to a continuous smooth
surface. Areas that require a thin lift of soil
to fill irregularities shall be compacted with at
least 4 passes of a 5 ton minimum weight smooth
drum or pneumatic roller. The top surface of the
completed pond shall be inspected to ensure that
it shall be free from depressions, cracks, sharp
or oversized rocks, and other foreign material
which might puncture the synthetic liner. This
surface treatment includes side slopes as well as
the bottom of the pond.
11.7.4 Heap Leach Pad
This general specification 11.74 does
not apply at Illinois Creek. Please see
appropriate specification in the Attachments.
Areas to receive fill and cut surfaces
at final grade shall be scarified to a depth of 8
inches, moisture conditioned and compacted to a
minimum 95% of maximum dry density per ASTM D1557.
Moisture content should be maintained within the
limits of 2 percent below to 3 percent above
optimum moisture content.
Areas of compacted subgrade to receive
the geomembrane liner material shall be free of
angular gravel, gravel over 2 inches in diameter
and hard objects within 4 inches of the surface.
The prepared subgrade shall be covered with a
minimum thickness of 12 inches of a compacted clay
liner. The maximum particle size shall be 3/4
inches. The clay liner material shall have a
minimum of 30 percent passing the No. 200 sieve by
weight. The minus 200 mesh material may be
composed of either clay or silt. The clay liner
material shall be of a type that can be compacted
to have a maximum permeability of 1 x 10-6 cm/sec.
After compaction and removal of any oversize
material, the final surface preparation will be
provided by a heavy, smooth steel drum vibratory
roller. The clay liner shall be constructed of
material from a borrow area approved by the Owner.
These areas shall be graded to a continuous smooth
surface.
The top surface of the completed leach
pad shall be inspected to ensure that it shall be
free from depressions, cracks, sharp or oversized
rocks, and other foreign material which might
puncture the synthetic liner.
Areas that require fill shall be placed
in lifts no thicker than 10 inches when compacted,
moisture conditioned and compacted as previously
described.
11.7.5 Controlled Fill
Contractor shall not do this type of
Work when the atmospheric temperature is below 35
degrees. It shall be the responsibility of the
Contractor to protect all areas of completed work
by methods approved by the Owner. Any areas that
are damaged by freezing shall be reconditioned,
reshaped and compacted by the Contractor in
conformance with the requirements of this
specification without additional cost to the
Owner.
11.8 Standards
Without limiting the generality of other
requirements of the Specifications, all work specified
herein shall conform to or exceed the applicable
requirements of the following ASTM documents to the
extent that the provisions of such documents are not in
conflict with the requirements of this Section:
. ASTM D 1557 Test Method for Determining Compaction by
Standard Proctor
. ASTM 698 Test Methods for Moisture-Density
Relations of Soils and Soil Aggregate
Mixtures, Using 5.5-lb. (2.49-KG) Rammer
and 12 in. (304.8 mm) Drop.
11.9 Quality Assurance
All soils testing will be done by a testing
laboratory of the Owner's choice at the Owner's
expense. Compaction and soil testing will be carried
out by an independent soils contractor who shall be
under the direction of the Owner, and, whenever
applicable any engineers retained by Owner to assure
compliance with any standards or requirements of this
Contract or law. Final acceptance of any earthworks
must be approved by both the soils contractor and
Owner.
11.10 Pipeline Trench Excavation
Unless otherwise shown or ordered by the Owner,
excavation for pipelines and utilities shall be open-
cut trenches. Trench widths shall be kept as narrow as
is practical for the method of pipe zone densification
selected by the Contractor, but shall have a minimum
width at the bottom of the trench equal to the outside
diameter of the pipe plus 36 inches. The minimum width
at the bottom of a trench to be used to install HDPE
pipe will be equal to the outside diameter of the pipe
plus 12 inches unless otherwise shown or ordered by the
Owner.
Except when pipe bedding is required, the bottom
of the trench shall be excavated uniformly to the grade
of the bottom of the pipe. The trench bottom shall be
given a final trim, using a string line for
establishing grade, such that each pipe section when
first laid will be continually in contact with the
ground along the extreme bottom of the pipe. Rounding
out the trench to form a cradle for the pipe will not
be required.
The maximum amount of open trench permitted in any
one location shall be 500 feet, or the length necessary
to accommodate the amount of pipe installed in the
single day, whichever is greater. All trenches shall
be fully backfilled at the end of each day or, in lieu
thereof, shall be covered by heavy steel plated
adequately braced and capable of supporting vehicular
traffic in those locations where it is impractical to
backfill at the end of each day. The above
requirements for backfilling or use of steel plate will
be waived in cases where the trench is located further
than 100 feet from any travelled roadway or occupied
structure. In such cases, however, barricades and
warning lights meeting OSHA requirements shall be
provided and maintained.
Where the Drawings indicate that trenches shall be
over-excavated, they shall be excavated to the depth
shown, and then backfilled to the grade of the bottom
of the pipe. Work specified in this Section, shall be
performed by the Contractor at its own expense.
When ordered by the Owner, whether indicated
on the Drawings or not, trenches shall be over-
excavated beyond the depth shown. Such over-excavation
shall be to the depth ordered. The trench shall then
be backfilled to the grade of the bottom of the pipe.
All work specified in this Section shall be performed
by the Contractor at its own expense when the over-
excavation ordered by the Owner is less than 6 inches
below the limits shown. When the over-excavation
ordered by the Owner is 6 inches or greater below the
limits shown, additional payment will be made to the
Contractor for that portion of the work which is
located below said 6-inch distance. Said additional
payment will be made under separate unit price bid
items for over-excavation and bedding if such bid items
have been established; otherwise payment will be made
in accordance with a negotiated price.
Where pipelines are to be installed in embankment
or structure fills, the fill shall be constructed to a
level at least one foot above the top of the pipe
before the trench is excavated except as noted below.
11.11 Over-Excavation Not Ordered, Specified, or Shown
Any over-excavation carried below the grade
ordered, specified, or shown, shall be backfilled to
the required grade with the specified material and
compaction. Such work shall be performed by the
Contractor at its own expense.
11.12 Disposal of Excess Excavated Material
The Contractor shall remove and dispose of all
excess excavated material at its own expense.
All excess material, including rock and boulders
that cannot be used in embankments shall be disposed of
as directed by the Owner. APPROXIMATE LOCATION TO BE
DETERMINED AT THE JOBSITE MEETING. It is the
Contractor's responsibility to determine if sufficient
material is available for the completion of the
embankments before disposing of any materials. Any
shortage of suitable materials for completion of the
work caused by premature disposal of materials by the
Contractor shall be replaced by the Contractor at no
cost to the Owner.
11.13 Backfill - General
Backfill shall not be dropped directly upon any
structure or pipe. Backfill shall not be placed around
or upon any structure until the concrete has attained
sufficient strength to withstand the loads imposed.
Except for drainrock materials being placed in
over-excavation areas or trenches, backfill shall be
placed after all water is removed from the excavation.
11.14 Placing and Spreading of Backfill Materials
Backfill materials shall be placed and spread
evenly in layers. When compaction is achieved using
mechanical equipment the layers shall be evenly spread
so that when compacted each layer shall not exceed 10
inches in thickness.
During spreading each layer shall be thoroughly
mixed as necessary to promote uniformity of material in
each layer. Pipe zone backfill materials shall be
manually spread around the pipe so that when compacted
the pipe zone backfill will provide uniform bearing and
side support.
11.15 Compaction of Fill, Backfill, and Embankment
Materials
Backfill materials shall be mechanically compacted
to the specified percentage of maximum density.
Equipment that is consistently capable of achieving the
required degree of compaction shall be used and each
layer shall be compacted over its entire area while the
material is at the required moisture content.
The Contractor shall submit a list of its proposed
compaction equipment and methods for approval by the
Owner 15 days prior to commencing its compaction
operations. If the Contractor's compaction equipment
and/or the methods are found by the Owner to be
insufficient to produce the specified compaction
results, the Contractor shall make adjustments of its
equipment at no cost to the Owner.
Materials shall be compacted by means of at least
2 passes from a flat plate vibratory compactor, except
when such materials are used for pipe zone. Backfill
vibratory compaction shall be used at the top of the
pipe zone or at vertical intervals of 24 inches,
whichever is least.
Flooding, ponding, or jetting shall not be used
for compaction.
11.16 Pipe and Utility Trench Backfill
The pipe zone is defined as the trench cross
sectional area between a line 6 inches below the bottom
of the pipe, i.e., the subgrade, to a level line 6
inches above the top of the pipe. The bedding for
flexible pipe is defined as that portion of pipe zone
backfill material between the subgrade and the bottom
of the pipe. The bedding for rigid pipe is defined as
that portion of the pipe zone backfill material between
the subgrade and a level line which varies from the
bottom of the pipe to the spring line as shown on the
Drawings.
Bedding shall be provided for all sewers, drainage
pipelines, and other gravity flow pipelines. For other
pipelines the bedding may be omitted if all the
following conditions exist:
.The pipe bears on firm, undisturbed native soil
which contains only particles that will pass a one-
inch sieve.
.The trench excavation is not through rock or
stones.
.The trench conditions match those specified by
the pipe manufacturer for installation of pipe
directly on the subgrade.
.The subgrade soils have, as a maximum, a
moisture content that allows compaction.
Where bedding is required after compacting the
bedding the Contractor shall perform a final trim using
a string line for establishing grade, such that each
pipe section when first laid will be continually in
contact with the bedding along the extreme bottom of
pipe.
The pipe zone shall be backfilled with the
specified backfill material. the Contractor shall
exercise care to prevent damage to the pipeline
coating, cathodic bonds, or the pipe itself during the
installation and backfill operations.
11.17 Riprap Materials
The Contractor shall provide riprap material to
comply with the specifications as outlined herein.
Riprap shall consist of dense, natural rock fragments,
varying uniformly between 8 inches and 14 inches
maximum dimension unless otherwise specified. Stone
used for riprap shall be hard, durable, angular in
shape; resistant to weathering and to water action;
free from overburden, spoil, shale and organic
material; and shall meet the gradation requirements
specified. Neither breadth nor thickness of a single
stone should be less than one-third its length. Shale
and stone with shale seams are not acceptable.
The acceptability of the stone will be determined
by Owner prior to construction.
11.17.1 Surface Preparation
Where riprap is to be placed as
embankment protection, all receiving slopes shall
be graded to a uniform surface. At banks and
embankment, riprap shall be placed within the
limits shown on the Construction Drawings.
After surface preparations are completed
for the placement of either embankment or channel
protection riprap, the Owner's inspections and
approval of the lines and grades shall be secured
prior to placement of any riprap.
11.17.2 Placement
Riprap shall be placed progressively
from the bottom upward and in a manner approved by
the Owner. The finished rock mass shall be
homogeneous, well-graded and dense without voids.
Care shall be taken to prevent damage to the
geotextile fabric underlayment. Local surface
irregularities of the finished slopes shall not
vary from the planned slopes by more than 8 inches
measured at right angles to the slope. Care shall
be taken during excavation and riprap placement to
minimize sediment production in all stream
channels.
11.18 Corrugated Metal Pipe
All CMP pipe located all or partially above the
existing ground profile shall be anchored as shown on
the Drawings and directed by the Owner in the field.
11.18.1 Pipe
Corrugated metal pipe shall conform to
the requirements of the "Standard Specifications
for Corrugated Metal Culvert Pipe" (AASHTO M-
36) and shall have a minimum plate thickness of 14
gage pipe shall be galvanized steel.
11.18.2 Fittings
All CMP shall be joined using standard
or two-piece corrugated bands which mesh with the
corrugations of the pipe ends. Bands shall be
tightened to manufacturer's recommendations.
Bolts shall be galvanized steel.
11.18.3 Laving Pipe
The pipe shall be installed as specified
herein and shown and the sections shall be closely
jointed to form a smooth flow line. Immediately
before placing each section of pipe in final
position for jointing, the bedding for the pipe
shall be checked for firmness and uniformity of
surface.
Proper implements, tools, and facilities
as recommended by the pipe manufacturer's standard
printed installation instructions shall be
provided and used by the contractor for safe and
efficient execution of the work. All pipe,
fittings, and accessories shall be carefully
lowered into the trench by means of derrick,
ropes, or other suitable equipment in such a
manner as to prevent damage to pipe and fittings.
Under no circumstances shall pipe or accessories
be dropped or dumped into the trench.
Cutting of the pipe shall be
accomplished in accordance with the pipe
manufacturer's standard procedures for this
operation. Pipe shall not be cut by any method
that may damage the pipe or will produce ragged,
uneven edges.
The pipe and accessories shall be
inspected for defects prior to lowering into the
trench. Any defective, damaged or unsound pipe
shall be repaired or replaced. All foreign matter
or dirt shall be removed from the interior of the
pipe before lowering into position in the trench.
Pipe shall be kept clean during and after laying.
11.19 Contract Mining Specifications
All mining operations are to be carried out in
accordance with good mining practice and in a
workmanlike manner. The mine is to be developed in
accordance with the Owner's mine design as indicated in
the Contract, as summarized below and as described in
more detail in the attached mine plans, drawings,
specifications, documents and yearly production
schedule.
11.19.1 Efficiency Objective.
Contractor acknowledges that the primary
objective of mining is to minimize dilution of ore
with waste and to deliver material to the proper
location, in an orderly fashion, as directed by
Owner. Contractor will work with Owner to
accomplish this objective. Should any employee(s)
not cooperate to obtain Owner's objective, Owner
retain the right to remove such employee(s) from
any positions affecting Owner's objectives or for
safety related reasons.
11.19.2 Commencement Condition.
Owner's commitment to commence or
continue Work under this Contract is expressly
conditioned upon Owner obtaining all necessary
Federal and State permits required to commence
and/or continue Work on terms and conditions
satisfactory to Owner as determined in Owner's
sole discretion. Owner agrees to use all
reasonable efforts to obtain such approvals and in
the event of any significant delays, to keep
Contractor reasonably apprised of material
developments during, and upon termination of, such
efforts.
11.19.3 Schedule Determination and
Flexibility.
Owner will provide to Contractor its
proposed mining schedule for the Contract Time.
Contractor shall, as requested by Owner, follow
and maintain such schedule and any modifications
to schedule that may be specified by Owner within
ten (10) percent greater or lesser than the agreed
upon production rates on a monthly basis and
within five (5) percent on a yearly basis. Owner
shall give Contractor reasonable notice of the
mining rates to be followed, and/or any change to
aforementioned rate, to afford Contractor a
reasonable time period to make any adjustments in
its ability to perform the Work.
11.19.4 Mine Plan.
Owner and Contractor acknowledge that
the contract unit price(s) quoted in the
Contractor's Proposal apply specifically to the
Work proposed in the mine plan presented by Owner
at the time of the Contractor's Proposal. Changes
to the mine plan will not result in rate
escalations or reductions unless it is
demonstrated to both parties that such changes
have increased or decreased the haul lengths or
required Work per unit of production by at least
10% from the original mine plan. Such additional
or decreased haulage increments or unit work
requirements will be computed by a method
acceptable to both parties -- e.g., an acceptable
equipment vehicle simulation analysis. Contractor
acknowledges that the Owner plans to update the
mine plan at least once a year or more often as
necessary.
11.19.5 Changes in Scope.
The schedule and production rate
parameters referred to in Section 11.19.3 above
are not intended by the parties to define a
minimum or maximum Scope of Work under this
Contract.
11.19.6 Clear and Grub
This Work shall consist of clearing,
grubbing, chipping, and/or burning as necessary to
remove and/or dispose of vegetation and debris
within the limits of the mine site.
11.19.7 Remove and Stockpile Topsoil
This Work shall consist of removing and
stockpiling the equivalent of one foot of peaty
surface mat, topsoil and/or plant growth medium.
11.19.8 Drill
Drill patterns shall be designed in a
manner to minimize dilution of ore grade material
and achieve sufficient fragmentation to facilitate
subsequent leaching. Owner reserves the authority
to approve all drill patterns to be used.
Contractor's drillers shall take samples
of drill cuttings, fill out sample tags, fill out
daily drill reports, and prepare the samples for
shipment to the assay lab. Samples retrieved by
the drillers or drill helpers will not include the
subdrill. Subdrill depths will be sufficient to
ensure that bench elevations are mined to + 1
foot. All ramps will be drilled to ramp grade.
Contractor's drills shall be of suitable design
and capability to perform the drilling work at the
operation. Drill hole diameter will be compatible
to pattern spacing and bench height. Contractor
acknowledges that minimizing material movement as
a result of drilling and blasting achieves the
primary efficiency objective. Unless stated
otherwise in the Contractor's Form of Proposal the
specified drill pattern for the base case against
which the Contractor's required Work per unit of
production will be calculated is a 15-foot by 15-
foot pattern, a 6 :-inch diameter hole and a 20-
foot bench.
No subdrilling will be allowed to
penetrate the limits of safety bench crests on the
bench below.
All drill patterns will be approved by
Owner. Should any area drilled not meet the
specified hole spacing, Owner will require the
Contractor, at its expense, to fill in gaps to
obtain samples and to assure bench grades will be
obtainable without the use of dozers.
All pit benches which daylight will be drilled such that sampling
and blasting meet Owner's requirements for pattern
spacing and bench grade control. The Contractor
should be prepared to add additional blastholes
necessary to mine off benches.
All of the foregoing shall be subject to
Owner's request for control alternatives. Due to
the varied rock fabric, it may be necessary to
implement controlled blasting or other techniques
along the pit walls to prevent excessive breakage
beyond the final pit slope limit, but enable
cleaning to the final design toe to ensure that
catch bench widths are the maximum size possible
within the limits of pit slope and bench face
angles. When pre-splitting is required the hole
spacing is not to exceed in number of feet the
holes diameter in inches B e.g., the pre-split
hole spacing shall not exceed 7 feet given a 6 :-
inch diameter hole.
Contractor shall provide each drill with
a sample collecting device that is approved by
Owner. Owner shall have the right to require a
substitute sampling method if it can be shown that
the Contractor's sampling method does not give a
true indication of the metal values for the total
drill cuttings removed from the hole. Samples
will be taken for all holes drilled at drill
intervals requested by Owner. Contractor will
cooperate with Owner so as to promote Owner's
objective of having assay results within forty-
eight (48) hours after the samples are delivered
to the lab.
11.19.9 Blast
Blasting will be conducted in a safe and
workmanlike manner. The blast round shall be
designed in such a manner as to minimize dilution
of ore grade material and to maintain the
integrity of the pit walls and safety benches. It
will be Contractor's sole responsibility to clear
the area of all personnel and equipment. Blasting
times will be clearly posted at the entrance to
the pit and Owner's personnel will be notified the
morning of the blast as to the location and time.
Blasts will be scheduled whenever possible to
coincide with the end of the day shift.
Contractor will be required to sound an audible 5
minute and 1 minute warning prior to all shots.
Blasting will be controlled; excessive
material displacement will not be tolerated. FLY
ROCK WILL NOT BE TOLERATED. Contractor will use
whatever means necessary to confine shot
displacement and achieve desired breakage.
Explosive purchase, storage, handling
and permitting will be the Contractor's sole
responsibility. An area will be provided by Owner
for the placement of explosive storage facilities.
Contractor shall clearly state the
average powder factor to be used in calculating
its base price in the Contractor's Form of
Proposal.
11.19.10 Load Ore and/or Waste
Contractor shall load ore and waste with
front end loaders unless otherwise specified.
Contractor will adhere strictly to Owner's
specification for Ore and Waste Control (see
Section 11.19.13) to ensure that ore dilution is
minimized. Work shall include loading ore and/or
waste from 10-foot and/or 20-foot benches as
directed by the Owner.
11.19.11 Haul
Ore and waste from the mine shall be
hauled to areas specified in the mine plan
drawings or as reasonably dictated by the Owner
after consultation with Contractor. Work shall
include hauling ore to the crusher or the leach
pad and end dumping it on 10-foot to 20-foot lifts
as dictated by the Owner. Work shall include
hauling waste to the appropriate waste dumps as
shown on the drawings.
11.19.12 Pits, Roads and Dumps
Mining will be done in such a manner as
to operate and maintain the various mine
works/areas of activity including highwalls,
safety benches, ramps, roads, pit working areas,
waste dumps and topsoil stockpiles in a safe and
workman like manner.
The pit design is summarized below and
described in more detail in the "Illinois Creek
Project, Preliminary 1995 Mine Plan" by USMX which
is dated November 1995, and in the letter to the
Contractor from the Owner's representative, James
A. Sittner, which is titled, "Illinois Creek
Project, September 20, 1995 Site Visit," which is
dated September 15, 1995.
There are four main pits at Illinois
Creek B namely, West Pit, Central Pit, Central Pit
Extension, and East Pit. Each pit will be
developed on 20-foot benches unless directed
otherwise by Owner. Owner may elect to require
Contractor to load ore from 10-foot benches in
order to minimize dilution. Contractor shall be
responsible for maintaining the pit floors free of
rock and other debris. Contractor shall clear all
bench toes and ensure that the bench is excavated
to the design limits. Over digging benches is
prohibited unless ordered by Owner. Safety
benches will be developed on 40-foot to 60-foot
intervals as determined by Owner. Bench face
angles will be kept as steep as practicable in
order to increase the width of the safety benches.
Safety benches will vary in width from 20-feet to
30-feet when double benching and from 30-feet to
50-feet when triple benching. The overall pit
slopes will vary from 45 degrees to 55 degrees depending on
ground conditions. Contractor is responsible for
inspecting all working areas at the mine site at
the start of each shift and more often if
necessary. Pit walls shall be scaled to MSHA
standards. Rocks, earth and any other loose
debris shall be pulled back from the pit edges to
prevent loose material from falling into the pit.
Contractor shall be responsible for all surface
water dewatering necessary to keep pit working
areas dry and free from snow and ice. The Owner
shall be responsible for any ground water
dewatering necessary to keep the ground water
table below the pit limits.
Contractor shall be responsible for
developing and maintaining all haul roads and mine
access/service roads in the mine area which are
necessary to develop the mine and maintain the
proper production schedule. Roads will be
constructed using normal cut and fill techniques.
In the event that fill material is required to
surface a road, the Contractor shall use clean,
inert quartzite or dolomitic limestone borrowed
specifically for this purpose from areas approved
by Owner. All roads shall be developed as shown
in the attached "Illinois Creek Project,
Preliminary 1995 Mine Plan," or in conjunction
with Owner. Normal access/service road width will
be 18 feet. Two lane haul road width will be 65
feet, and one lane haul road width will be 42
feet. All mine roads shall be constructed with
appropriate safety berms and turn outs as approved
by Owner. Pit ramps grades shall not exceed 10
percent unless approved by Owner. Haulage road
grades shall not exceed 8 percent unless approved
by Owner. Contractor shall water roads as
necessary to minimize dust hazards and to adhere
to strict compliance with Owner's Air Quality
Permit Application a copy of which is attached.
Contractor acknowledges that adequate dust control
during hot, dry days may require watering roads at
rates over 90 gallons per minute.
Waste dump and topsoil stockpiles will
be located near the mine pits and other areas of
construction to minimize haulage and other Work.
The locations of topsoil stockpiles will be spread
over the top of the waste dumps in order to
minimize reclamation costs. Waste dumps will be
built in benches so that they blend into the
natural topography and so that their overall slope
does not exceed 3:1. Waste dumps will be graded
so that rain and snow melt run off will be
directed into the surface drainage system. Waste
dumps will be reclaimed as soon as practicable.
11.19.13 Ore and Waste Control
Ore control is critical to minimize
dilution. Mining of ore and material adjacent to
ore zones shall be performed during the day shift.
The following ore control procedures will be
observed in all pit mining:
1. Each blasthole on a level will
be numbered consecutively by blast round and
staked by the Contractor.
2. The drill operator will
collect, bag and identify a continuous sample
of drill cuttings from each blasthole with no
subdrilling material. Stakes, bags and tags
will be supplied by Contractor. Stakes shall
be 3/8" x 12" lathe; bags shall be 10" x 17"
olefin type; tags shall be of waterproof
material.
3. Owner will collect and assay all
samples.
4. The blasthole pattern will be
surveyed by Owner to record each blasthole
identification number, location and mining
level.
5. Owner will merge the blasthole
assay information with the survey data and
prepare a detailed blasthole map.
6. Owner will determine the
outline of the ore and waste areas for each
blast round. Owner will prepare bench level
plans showing all ore and waste areas to be
excavated. Owner in consultation with the
Contractor shall determine whether an area is
to be ripped, blasted or smooth-wall blasted.
7. Owner will resurvey the area
after blasting and flag the material.
Flagging will consist of 4' wood lathe with
colored ribbon marking the boundary corners
and wire pin flags (with colored flags) as
delineating markers. The following colors
will denote material types:
a. Red & White - Ore,
b. Yellow - Open to Ripping,
c. Blue - Waste, and
d. Orange - No-Dig Area.
Other colors may be used to
designate special handling of material to be
mined.
8. Audible signals shall be
employed by the Contractor to ensure the
proper material destination is identified to
Contractors operators and Owner's
Representatives.
9. Weekly planning meetings will
be conducted with Owner's personnel and
Contractor's superintendent and pit operating
supervisors to discuss mining rates,
schedules, and plans of operations.
10. Ore zone mining will be under the
direct control of Owner at all times.
11. Some ore-waste fringe areas
will have a 4 hour delay for fringe sample
turn around. Other working areas will be
provided during these delays.
12. Owner's representative and
Owner's ore control personnel will be allowed
direct communications with Contractor's
loader operators and pit supervisors to
achieve Owner's ore control objectives.
13. Contractor will record the
number of truckloads of each material
category by origination and destination and
submit copies of the report daily to Owner.
11.19.14 Surveying
Pit surveying is the sole responsibility
of the Owner, with the exception of bench
elevation control. Owner will perform the
following as control to pit operations:
1. A bench marker at each working area
will be established once per week.
2. The corners and design toes of
each bench will be located as mining clears
the previous bench.
3. Weekly crests of active mining
benches will be located for Owner records.
Month-end crests of active mining benches
will be located for volumes calculations and
payments.
4. Drill holes will be surveyed
prior to shooting the blasthole pattern.
5. Dig plans will be established
after blasting and prior to mining the
blasted material.
Contractor will provide and maintain the
following bench elevation control in the pit:
1. Elevation checks as needed and no
less than three (3) times daily of each
active mining face. On-going elevation
control will be the responsibility of the
Contractor.
2. Elevation control in the
active mining areas will be + 1 foot. (See
penalty clauses.)
3. Strict adherence to Owner's ore
control plan and markings. No dig areas are
to be observed at all times. (See penalty
clauses.)
4. Survey monuments will be
preserved in all working areas. (See penalty
clauses.)
12.0 ATTACHMENTS
The following drawings, specifications, and other documents
identified below are incorporated herein and made part of
this Section III, Contract Specifications by this reference.
Contractor acknowledges receipt of each of the items listed
in this Section 12.0.
1. Drawings
a. USMX, INC., Figure 1-3, Rev. "A" titled, AMillsite
Permit Boundary," December 28, 1995 (Scale 1" to 2000').
b. USMX, INC., Drawing 1, Rev. "B" titled, "Mine Site
General Arrangement," November 21, 1995 (Scale 1" to
300').
c. USMX, INC., Drawing 2, Rev. "D" titled, "Regional
Site Layout," November 21, 1995 (Scale 1" - 2000').
d. USMX, INC., Drawing 3, Rev. "A" titled, "Mine Site
Reclamation and Areas of Disturbance, Year 1," November
21, 1995 (Scale 1" to 300').
e. USMX, INC., Drawing 4, Rev. "A" titled, "Mine Site
Reclamation and Areas of Disturbance, Year 2," November
21, 1995 (Scale 1" to 300').
f. USMX, INC., Drawing 5, Rev. "A" titled, "Mine Site
Reclamation and Areas of Disturbance, Year 3," November
21, 1995 (Scale 1" to 300').
g. USMX, INC., Drawing 6, Rev. "A" titled, "Mine Site
Reclamation and Areas of Disturbance, Year 4," November
21, 1995 (Scale 1" to 300").
h. USMX, INC., Drawing 7, Rev. "A" titled, "Mine Site
Reclamation and Areas of Disturbance, Year 5," November
21, 1995 (Scale 1" to 300").
i. USMX, INC., Drawing 8, Rev. "A" titled, "Mine Site
Reclamation and Areas of Disturbance, Year 6," November
21, 1995 (Scale 1" to 300").
j. USMX, INC., Drawing 1, Rev. "C" titled, "Phase 1
Leach Pad Grading Plan and Stage 1 Berm Construction,"
January 11, 1996 (Scale 1" - 100').
k. USMX, INC., Drawing 2, Rev. "C" titled, "Phase 1
Finished Leach Pad Configuration," December 15, 1995
(Scale 1" to 100').
l. USMX, INC., Drawing 3, Rev. "B" titled, "Stage 2
Berm Construction," November 21, 1995 (Scale 1" to
100').
m. USMX, INC., Drawing 4, Rev. "C" titled, "Phase 2
Finished Leach Pad and Optional Stage 3 Berm
Construction," January 11, 1996 (Scale 1" to 100').
n. USMX, INC., Drawing 5, Rev. "C" titled, "Heap
Leach Facility Cross Sections," January 10, 1996 (Scale
is variable).
o. USMX, INC., Drawing 6, Rev. "C" titled, "Heap
Leach Liner and Leak Detection Details," January 11,
1996 (Scale is variable).
p. USMX, INC., Drawing 7, Rev. "B" titled, "Ultimate
Heap Configuration Phase 2 Pad and Optional Stage 3
Berm," November 21, 1995 (Scale 1" to 100').
q. USMX, INC., Drawing 8, Rev. "B" titled, "Reclaimed
Heap Configuration," November 21, 1995 (Scale 1" to
100').
r. SRK, Inc., Figure 1, Rev. "A" titled, "Year 1
Illinois Creek Project," May 1995 (Scale 1" to 200').
Delivered to Bidders under separate cover on October 3,
1995.
s. SRK, Inc., Figure 2, Rev. "A" titled, Year 2
Illinois Creek Project," May 1995 (Scale 1" to 200').
Delivered to Bidders under separate cover on October
3, 1995.
t. SRK, Inc., Figure 3, Rev. "A" titled, "Year 3
Illinois Creek Project," May 1995 (Scale 1" to 200").
Delivered to Bidders under separate cover on October 3,
1995.
u. SRK, Inc., Figure 4, Rev. "A" titled, "Year 4
Illinois Creek Project," May 1995 (Scale 1" to 200').
Delivered to Bidders under separate cover on October 3,
1995.
v. SRK, Inc., Figure 5, Rev. "A" titled, "Year 5
Illinois Creek Project," May 1995 (Scale 1" to 200').
Delivered to Bidders under separate cover on October 3,
1995.
w. SRK, Inc., Figure 6, Rev. "A" titled, "Year 6
Illinois Creek Project," May 1995 (Scale 1" to 200').
Delivered to Bidders under separate cover on October 3,
1995.
x. SRK, Inc., Figure 5, Rev. "A" titled, "Typical
Open Pit Mine Slope Geometry Configurations," January
1995.
y. SRK, Inc., Figure 6, Rev. "A" titled, "In-Pit Mine
Haul Road Design Typical Section (50 Ton Truck),"
January 1995.
z. SRK, Inc., Figure 7, Rev. "A", titled "Typical
Access Road Sections," January 1995.
aa. SRK, Inc., Figure 8, Rev. "A" titled, "Channel
Sections," November 22, 1995.
1. Specifications
a. SRK, Inc., for USMX, INC.
titled "Illinois Creek Project Technical Specifications
For Earthwork Construction Heap Leach Facility,"
January 1996.
b. SRK Inc. for USMX, INC.
titled "Illinois Creek Project Technical Specifications
for Synthetic Liner Installation Heap Leach Facility,"
January 1996.
c. USMX, INC., titled,
"Illinois Creek Project, Mine Services and Earthworks
Contract C-300, Section III - Contract Specification,
Section 11.0 General Work Specifications and Methods of
Execution," November 1995.
1. Documents
a. USMX, INC., "Illinois Creek Project Schedule of
Required Insurance," February 22, 1995.
b. USMX, INC., A1994 Year End Report, Illinois Creek
Project, Alaska," December 15, 1995. This document was
delivered to each Bidder on September 20, 1995.
c. Letter from Ms. Debra A. Barbee (Tanana Chiefs
Conference, Inc.) to Mr. Robin Tolbert (NPMC), March 6,
1995. Attached is a copy of the "Tanana Chiefs
Conference, Inc. - Human Resource Data Bank".
d. Letter from James A. Sittner (USMX) to Bidders
(D.H. Blattner & Sons, Brown & Root Civil, Cook Inlet
Region, Inc. and Alaska Interstate Construction, Inc.),
September 15, 1995. It is titled, "Illinois Creek
Project, September 20, 1995 Site Visit".
e. Steffen Robertson and Kirsten (U.S.), Inc.,
"Illinois Creek, Heap Leach Design Report", November
1995.
f. Steffen Robertson and Kirsten (U.S.), Inc.,
"Illinois Creek, Stormwater Pollution Prevention Plan",
November 1995.
g. USMX, INC., "Illinois Creek Project, Preliminary
1995 Mine Plan", November 1995. It contains
preliminary data pertaining to Work quantities,
production schedule, equipment requirements, and design
parameters. The final A1995 Mine Plan" will not be
completed by the time the Bids are due. The preliminary
plan consists of the following:
(1) Preliminary Design Parameters;
(2) Equipment Requirements;
(3) Contractor Parameter, Assumptions, and
Requirements; and
(4) Figures 1-6, Showing Illinois Creek Mine
Plan by Year.
h. TRC Environmental Corporation, "Air Quality Permit
Application, USMX, INC., Illinois Creek Project,
Alaska," October 19, 1995.
i. USMX, INC., "Illinois Creek Project, Project
Description by Area of Activity," November 1995.
j. Letter from Robert Falletta (USMX) to Bidders
(D.H. Blattner & Sons, Brown & Root Civil, and Alaska
Interstate Construction, Inc.) titled "Illinois Creek
Project, Alaska Haulage Profile Data," October 3, 1995.
k. Letter from Robert Falletta (USMX) to Bidders
(Alaska Interstate Construction, Inc., Brown & Root
Civil, and D.H. Blattner & Sons) titled, "Illinois
Creek Project, Alaska 200 Scale Preliminary Mine Plan
Maps," October 4, 1995.
ILLINOIS CREEK PROJECT
MINE SERVICES AND EARTHWORKS CONTRACT
C-300
SECTION IV
FORM OF PROPOSAL
TO: USMX, INC. ("Owner")
141 UNION BLVD., SUITE 100
LAKEWOOD, CO 80228
Attn: Mr. James A. Sittner
SUBJECT: Proposal for Illinois Creek Project - Mine Services and
Earthworks Contract C-300
The undersigned Bidder certifies that it has examined the
Invitation to Bid and all attachments listed therein for the
above subject Contract; that it has checked all prices shown in
this Bid and understands that neither Owner will not be
responsible for any errors or omissions made by the Bidder in the
preparation of this Bid.
It is understood that this Bid constitutes a firm offer which
cannot be withdrawn for ninety (90) calendar days after the date
set for closing of Bids. It is further understood that the
prices quoted herein will not be subject to any adjustment for
escalation for the calendar years 1995 through 1996.
Bidder agrees that the documents included with the Bid, a copy
each of which have been furnished to Bidder by Owner, are the
basis of this Bid, and further agrees that if this Bid is
accepted, said documents shall form part of the Contract
Agreement between the Contractor and Owner.
Bidder acknowledges receipt, understanding and full consideration
of the following addenda:
("None")
The undersigned Bidder agrees that if awarded the Contract, it
will commence the Work promptly upon receipt of notice to
proceed; it will perform the Work diligently and in accordance
with the Contract Documents, and will fully complete the Work
within the agreed time limits.
Company: Date Signed:
By (sign):
Business Address: Name (print):
Title:
Phone No.:
Contra. License & Classification: Company LegalStatus:
(corporation,partnership, etc.)
ILLINOIS CREEK PROJECT
MINE SERVICES AND EARTHWORKS CONTRACT C-300
SECTION IV
FORM OF PROPOSAL
Table of Contents
SECTIO TITLE PAGE
N NO.
1.0 PREAMBLE 4
2.0 BID SCHEDULE 6
3.0 EQUIPMENT - CHANGED OR EXTRA WORK 7
4.0 MATERIAL PURCHASES - CHANGED OR EXTRA WORK 8
5.0 HOURLY RATES - CHANGED OR EXTRA WORK 9
6.0 EQUIPMENT TO BE USED 10
7.0 SUBCONTRACTORS, SUPPLIERS AND LABOR 11
8.0 SCHEDULE 12
9.0 ATTACHMENTS TO PROPOSAL 13
10.0 DESIGNATION OF REPRESENTATIVES 14
11.0 PERFORMANCE AND PAYMENT BOND 15
12.0 EXCEPTIONS AND QUALIFICATIONS 16
1.0 PREAMBLE
1.1 The Bid Schedules in Section 2.0 of this Form of
Proposal are made up of eight parts as follows:
1.1.1 Mobilization/Demobilization.
1.1.2 Earthworks Construction/Development of
the following:
Onsite infrastructure including site
access, transportation, and general plant site
preparation;
Mine area including site preparation;
Crusher area including site
preparation, construction of an adequate run-of-
mine stockpile area, retaining wall and work
area for Contractor=s portable crushing,
screening and wash plant;
Process modified valley fill leach
pad area including site preparation, all cut,
structural fill, silt liner fill, drain rock,
leak detection system, and synthetic liner
foundation preparation;
Process lime kiln area including site
preparation;
Stormwater diversion system including
site preparation, permanent infiltration node,
temporary stormwater collection ponds,
diversion ditches and culverts, and other
stormwater BMP=s.
1.1.3 Contract Mining
Drill and sample all ore and waste;
Blast and/or rip ore and waste;
Load ore and waste from 10-foot or 20-
foot benches;
Haul ore to leach pad or crusher and
waste to dump;
Pits, roads and dumps construction and
maintenance;
Mine support;
Mine general and administration.
1.1.4 Contract Crushing
Crush overliner material for the
leach pad;
Crush and screen dolomitic limestone
to produce feed for the lime kiln;
Crushed ore rehandle.
1.1.5 Contract Loading of Leach Pad:
End dumping;
Pushup dumping.
1.1.6 Contract Maintenance and Warehouse
Services.
1.1.7 Indirect Contract Work.
1.1.8 Other Contract Work.
The Bidder must bid on all eight of these parts as
the Owner has elected to award only one contract for
this Work. The Bid Schedule in Section 2.0 of this
Form of Proposal shall apply if Owner elects to award
this Contract.
1.2 Bidders who are qualified by experience, who have
demonstrated contract mine services and earthworks
construction capability, who have the appropriate
supervisory staff, and who have the financial capacity
are encouraged to bid on all parts of the Work as
partial bids will not be considered.
1.3 The Proposal shall include a price for each item
included in the part(s) bid.
1.4 The prices indicated by Bidder under Section 2.0,
Bid Schedule, shall include, but shall not be limited
to, all costs appropriate to the bid item including the
following:
! Labor,
! Supervision,
! Payroll Benefits,
! Taxes,
! Insurance,
! Travel and Subsistence (if
required),
! Construction Equipment,
! Small Tools and Consumables,
! Vehicles,
! Materials (as specified),
! Power, Water and Fuel,
! Overhead, and
! Profit.
1.5 Bidder shall allow in its prices for the
requirements of the Contract Documents, Site location,
project schedule, working conditions, and effects of
the weather. Price shall include the transportation of
all equipment and material to the job Site unless
otherwise stated.
1.6 Bidder shall allow in its prices for the provision
of sufficient quantities of equipment and labor for
each part of the Work bid to complete all work within
the Schedule. Equipment shall not be transferred from
one work location to another without Owner's prior
approval.
1.7 The rates quoted under Sections 4.0, 5.0, and 6.0
of the Proposal will be used only for work outside the
scope of the Contract and for which a unit or lump sum
price does not exist or cannot be established. On an
urgent basis these rates may be used to perform changed
or extra work on a time and materials basis under the
field Work Authorization procedures.
1.8 Mobilization shall include the transportation and
establishment of construction equipment, personnel,
temporary facilities and all supplies to the site of
the Work unless otherwise stated. Contractor shall
work with Owner to minimize all mobilization costs.
Owner will pay the cost of transporting Contractor=s
equipment, supplies and fuel from the agreed point of
departure to the mine site.
1.9 Demobilization shall include removal of all
mobilized item listed under 1.8 and final clean up of
all work areas.
2.0 BID SCHEDULE
QUANTITIES BY AREA OF ACTIVITY
QUANTITY UNIT UNIT TOTAL
PRICE PRICE
() () ($) ($)
1 1
2 2
3 3
4 4
5 5
6 6
7 7
8 8
9 9
1 10
0
1 11
1
1 12
2
1 13
3
1 14
4
1 15
5
1 16
6
1 17
7
1 18
8
1 19
9
2 20
0
2 21
1
2 22
2
2 23
3
2 24
4
2 25
5
2 26
6
2 27
7
2 28
8
2 29
9
3 30
0
3 31
1
3 32
2
3 33
3
3 34
4
3 35
5
3 36
6
3 37
<FN>
YR = Year LS = Lump Sum LF = Linear Feet BCY = Bank Cubic Yards
MN = Month SF = Square AC = Acres BNR = Bid not Requested
Feet
DY = Day CY = Cubic TN = Tons NBI = No Bid Item
Yards
</FN>
(Company or Signature)
3.0 EQUIPMENT - CHANGED OR EXTRA WORK
The Bidder shall list, on separate attachments, in the
format below, equipment rates for the equipment that it
proposes to use in performing the Work. Rental rates quoted
shall be used for changed or extra work (if any) performed
on a reimbursable basis. Equipment rental rates shall
include full compensation for rental including, but not
limited to, maintenance, fuel, lubricants, overhead, taxes,
and profits. Operator's time shall be shown in Section 5.0
of Form of Proposal. Rental rates shall be based on one
(10) hour shift per day, 6 days per week, unless other wise
specified in Section 8.2.
Description Rental Rates
Capacity, Horsepower, Hourly Daily Weekly Monthly
etc.
(Company or Signature)
4.0 MATERIAL PURCHASES
Contractor shall be reimbursed for material purchased by
written authority of the Owner for work performed outside
the scope of the base contract or as directed by the Owner
on the following basis.
Cost of Material plus % profit and overhead plus
appropriate taxes and freight.
(Company or Signature)
5.0 HOURLY RATES - CHANGED OR EXTRA WORK
Contractor shall be reimbursed for labor hours expended on
the basis of the following hourly rates. Rates shown shall
include wages, benefits, taxes and insurance, small tools
and comsumables, overhead, subsistence, and profit. Shift
average rates shall include overtime and shift differentials
costs.
Classification Straight Time Over Time Sunday/Saturday Holiday
(Company or Signature)
6.0 EQUIPMENT TO BE USED
The Bidder shall list, on separate attachments, in the
format below, for each part of the work being bid, the major
equipment that it proposes to use to perform the Work.
Equipment that will be used on multiple work areas shall be
listed only once under the section having primary usage.
Equipment No. HP Unit Wt. Model/Year Capacity
Description Condition
(Company or Signature)
7.0 SUBCONTRACTORS, SUPPLIERS AND LABOR
7.1 Bidder shall indicate below all work intended to
be subcontracted to others. Include any design work to
subcontracted and enclose a resume for each key
supervisor.
7.2 Bidder shall indicate below all major suppliers of
equipment and materials including shop fabricators.
(Company or Signature)
8.0 SCHEDULE
8.1 The Bidder shall prepare and submit a bar chart
schedule.
8.2 The Bidder plans to perform the Work on the following
basis:
(Company or Signature)
9.0 ATTACHMENTS TO PROPOSAL
9.1 The Bidder shall submit the following attachments with
this Proposal:
9.1.1 Construction staff organization
chart for each part of the Work bid, including a
brief resume for each key employee. Owner
reserves the right to request replacement of any
candidate offered.
9.1.2 Personnel deployment graph
(coordinated with the above schedule) showing the
number of persons required to complete the various
categories of Work on schedule.
9.1.3 Resumes for representatives named
under Section "10.0 DESIGNATION OF
REPRESENTATIVES".
(Company or Signature)
10.0 DESIGNATION OF REPRESENTATIVES
10.1 Bidder designates the following as its principal
representative who, on behalf of the Contractor, will
have complete charge of the Contract:
Name:
Capacity:
10.2 Bidder designates the following as its principal
representative who, on behalf of Contractor, will have
complete charge of the Work performed in the field:
Name:
Capacity:
Bidder shall submit with the Proposal a brief
resume of experience for each of the above named.
(Company or Signature)
11.0 PERFORMANCE AND PAYMENT BOND
In the event of request for a bond:
Cost of Performance and Payment Bond
(to be paid as an additive amount to
the total Contract Price)
Name of Surety (not agent):
Address:
Contract: Phone No.
(Company or Signature)
12.0 EXCEPTION AND QUALIFICATIONS
Recommended alternates, exceptions and qualifications taken
by Bidder to any of the documents furnished with this
Invitation, or clarifications to this Proposal shall be
stated below and, if none, Bidder shall state "NONE". (If
extensive, submit detailed letter.)
(Company or Signature)
ILLINOIS CREEK PROJECT
MINE SERVICES AND EARTHWORKS CONTRACT
C-300
SECTION V
CONTRACT AGREEMENT
ILLINOIS CREEK PROJECT
MINE SERVICES AND EARTHWORKS CONTRACT C-300
SECTION V
CONTRACT AGREEMENT
THIS AGREEMENT, by and between USMX, INC. of Lakewood, Colorado
(hereinafter referred to as "Owner"); and
D.H. Blattner & Sons, Inc.
16733 County Road #9
Avon, MN 56310
Phone: (612) 356-7351
Fax: (612) 356-7392
(hereinafter referred to as "Contractor").
WITNESSETH:
WHEREAS, Owner is constructing an open pit gold and silver mine
and related heap leach processing facilities located near
Illinois Creek, Alaska (hereinafter referred to as the "Project")
and work required by this contract is a part of the Project; and
WHEREAS, Contractor has submitted its proposal to Owner for
performance of certain services in connection with the Project;
and
WHEREAS, Owner has accepted the Proposal of Contractor and the
parties now desire to evidence their agreement for performance of
such services for the compensation specified herein.
NOW, THEREFORE, the parties hereto agree as follows:
1.0 CONTRACT DOCUMENTS
The Work shall be performed in accordance with the following
documents, all of which together with attachments, if any,
referenced therein or in this Contract Agreement are hereby
incorporated as a part of the Contract, by reference, to the
same extent as if they were fully set forth herein, and, all
of which together with the Contract Agreement are referred
to all inclusively as the "Contract".
1.1 Invitation to Bid more fully described in Section 46 of
Section II - General Terms and Conditions;
1.2 Section I - Instructions and Information for Bidders
included with Invitation to Bid;
1.3 Section II - General Terms and Conditions, Rev.
2/29/96;
1.4 Section III - Contract Specification, Rev. 2/29/96;
1.5 Section IV - Form of Proposal included with Invitation
to Bid;
1.6 Section V - Contract Agreement. Rev. 2/29/96;
1.7 Contractor's Proposal, Dated
December 27, 1995, as modified by Attachments
described in Section 46 of Section II - General
Terms and Conditions;
1.8 Contract Amendments (as required);
1.9 Drawings, specifications, and other documents
referred to as "Attachments" in any of the above,
provided that in the event of any conflict among the
Attachments (the "Attachments"), the Attachment bearing
the latest date shall prevail; and
1.10 Notice of Award, Dated January 19, 1996.
The Contract Documents are intended to describe all
obligations of Contractor and Owner, and the
responsibilities and authority of the Owner, and are
intended to be correlative and complementary. Any work
required by one document and not mentioned in another shall
be executed as though required by all documents. Should
there be any conflict among any of the above documents and
the Contract Agreement, the Sections I through V of the
Contract Agreements will prevail over the other document;
provided, however, that with respect to matters in Section
III - Contract Specifications, the provisions of the
Attachments shall prevail, and with respect to matters in
Attachment A and Addendum A to Schedule II - General Terms
and Conditions, Attachment A and Addendum A shall prevail.
2.0 WORK TO BE PERFORMED
The Work covered by this Contract covers the furnishing of
all supervision, labor, equipment, temporary facilities,
tools, materials and supplies required to perform contact
mine services and earthworks at the Illinois Creek Project
site. The Contract Specification and Form of Proposal
provide a detailed definition of the areas of activity
included in the Scope of Work. The Work will be performed
as described in Contractor's Proposal.
3.0 SCHEDULE OF WORK
The parties hereby confirm that Contractor is prepared to
begin to mobilize all manpower, material, equipment and
supplies necessary to complete all the Work covered by this
Contract no later than 10 working days after receiving the
Notice of Award from Owner. Contractor shall not commence
the Work until it has received a written notice to proceed
from the Owner.
4.0 DESIGNATION OF REPRESENTATIVES
Pursuant to Section 5.0 of Section II - General Terms and
Conditions of the Contract the parties designate the
following representatives:
For Owner: James A. Sittner
Robert R. Monok
James A. Smith
Stephen Dieker
For Contractor: Brad Luhman
Ed Colter
Robert Cameron
Owner reserves the right to request from Contractor the
removal of any representative, supervisor, or general
employee at any time for unacceptable behavior, non-
cooperation or any other reasonable cause.
All Contract notices and principal correspondence shall be
directed to the above representative or his duly appointed
alternate or replacement.
5.0 COMPENSATION TO BE PAID
Owner in consideration of satisfactory, timely and complete
performance by Contractor agrees to make payment to
Contractor at the fixed prices and rates established for the
Contract in the Form of Proposal.
6.0 INVOICING INSTRUCTIONS
Invoices, together with supporting documentation developed
in the field and approved by the Owner, shall be transmitted
in triplicate as requested to the Owner=s
representative/Owner at the Illinois Creek Mine Site. Until
a field office is established invoices may be sent to the
following address:
USMX, INC.
141 Union Boulevard, Suite 100
Lakewood, CO 80228
ATTN: James A. Sittner
A ten percent (10%) retention will be withheld by Owner from
each progress payment until the work is 100% complete and
accepted.
7.0 BONDING AND INSURANCE
Contractor's attention is directed to Section 42, of the
General Terms and Conditions of the Contract. Contractor
shall submit all required certificates of insurance for
itself and for each of its subcontractors naming Owner,
USMX, INC., and any affiliates, joint ventures or partners,
Northern Pacific Mining Corporation ("NPMC") and Cook Inlet
Region, Inc. ("CIRI") and their respective employees,
shareholders, officers, directors, agents, representatives,
attorneys, successors and assigns as additional insured on
each such policy.
8.0 SPECIAL TERMS OF AGREEMENT
NONE
9.0 EFFECTIVE DATE AND CONTRACT TIME
Effective date of this Agreement: The date on which signed
by Owner.
The Contract is effective (the Contract Time) from the
aforementioned effective date for a period of six years, or
until the completion of the Work specified in the Contract
Agreement, whichever is sooner.
10.0 CONTRACT EXCLUSIVE
This Contract embodies the entire agreement between Owner
and Contractor. Contractor represents that, in entering
into this Contract, it does not rely on any previous oral,
written, or implied representation, inducement or
understanding of any kind or nature.
11.0 NOTICES
All notices and other required communications to the parties
shall be in writing and shall be addressed respectively as
follows:
(a) To Owner: USMX, Inc.
141 Union Blvd. Suite 100
Lakewood, CO 80228
Fax :(303) 980-1363
Attn: James A. Sittner
(b) To Contractor: D.H. Blattner & Sons, Inc.
16733 County Rd. #9
Avon, MN 56310
Fax: (612) 356-7392
Attn: David H. Blattner
All notices shall be given (i) by personal delivery to the
addressee or (ii) by electronic communication, with a
confirmation of transmission and sent by personal delivery
or registered or certified mail, return receipt requested,
or (iii) registered or certified mail, return receipt
requested. All notices shall be effective and shall be
deemed delivered (i) if by personal delivery on the date of
delivery if delivered during normal business hours, and, if
not delivered during normal business hours, on the next
business day following delivery, (ii) if by electronic
communication on the next business day following receipt of
the electronic communication, and (iii) if solely by mail on
the next business day after actual receipt. A party may
change its address by notice to the other party.
12.0 TIME OF THE ESSENCE
Time is of the essence for the performance by Contractor of
all obligations to be performed by it pursuant to the
Contract.
IN WITNESS WHEREOF, the parties execute this Contract as follows:
CONTRACTOR
Thus done and signed at
By: (print name of signer) for and on behalf
of Contractor, on this day of , 1996.
D. H. Blattner & Sons, Inc.
(Company Name)
Witness By:
Capacity:
OWNER
Thus done and signed at Lakewood, Colorado
By: (print name of signer) for and on behalf
of Owner, on this day of , 1996.
USMX, Inc.
(Company Name)
Witness By:
Capacity: